Prior Unwind Notice definition

Prior Unwind Notice means written notice by BNP Paribas to Dealer that the final averaging date under the Other Dealer Warrant Settlement Agreement (as defined below) entered into on the date hereof between Issuer and BNP Paribas has occurred. “Average VWAP” means the arithmetic average of the VWAP Prices for all Averaging Dates. “VWAP Price” for any Averaging Date means the Rule 10b-18 dollar volume weighted average price per Share for such day based on transactions executed during such day, as reported on Bloomberg page CRM.N <equity> AQR SEC (or any successor thereto) or, in the event such price is not so reported on such day for any reason or is manifestly incorrect, as reasonably determined by the Calculation Agent using a volume weighted method. Notwithstanding
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Prior Unwind Notice means written notice by BNP Paribas to Dealer that the final averaging date under the Other Dealer Warrant Settlement Agreement (as defined below) entered into on the date hereof between Issuer and BNP Paribas has occurred. “Average VWAP” means the arithmetic average of the VWAP Prices for all Averaging Dates. “VWAP Price” for any Averaging Date means the Rule 10b-18 dollar volume weighted average price per Share for such day based on transactions executed during such day, as reported on Bloomberg page CRM.N <equity> AQR SEC (or any successor thereto) or, in the event such price is not so reported on such day for any reason or is manifestly incorrect, as reasonably determined by the Calculation Agent using a volume weighted method. Notwithstanding the foregoing, if any Averaging Date is a Disrupted Day, then the consequence shall be Modified Postponement as if this Agreement were a “Transaction” under the Equity Definitions; provided that notwithstanding anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Averaging Date, the Calculation Agent may, if appropriate in light of market conditions, regulatory considerations or otherwise, take any or all of the following actions: (i) postpone the final Averaging Date in accordance with Modified Postponement (as modified herein) and/or (ii) determine that such Averaging Date is a Disrupted Day only in part, in which case the Calculation Agent may (x) determine the VWAP Price for such Disrupted Day based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event and (y) determine the Average VWAP based on an appropriately weighted average instead of the arithmetic average described in the definition of “Average VWAP” above. The Calculation Agent shall promptly (but in no event later than 8:00 P.M. (New York City time) on such Disrupted Day) notify Company if any Exchange Business Day scheduled to be an Averaging Date is a Disrupted Day, which notice shall specify the manner in which such scheduled Averaging Date and any other scheduled Averaging Dates will be postponed, if applicable. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the ...
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Prior Unwind Notice means written notice by Xxxxxx Xxxxxxx & Co. International plc (or one of its affiliates) to Dealer that the final averaging date under the Other Dealer Warrant Settlement Agreement (as defined below) entered into on the date hereof between Issuer and Xxxxxx Xxxxxxx & Co. International plc has occurred. “Average VWAP” means the arithmetic average of the VWAP Prices for all Averaging Dates. “VWAP Price” for any Averaging Date means the Rule 10b-18 dollar volume weighted average price per Share for such day based on transactions executed during such day, as reported on Bloomberg page CRM.N <equity> AQR SEC (or any
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Related to Prior Unwind Notice

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Second Notice means notice to the Class in a form to be approved by the Court, which shall substantially be in accordance with the notice at Schedule “E”.

  • Unwind Period For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, the period starting on the First Unwind Date for such Settlement and ending on the Valuation Date for such Settlement.

  • Termination Notice means the communication issued in accordance with this Agreement by one Party to the other Party terminating this Agreement;

  • IPO Effective Date means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company's common stock as effective.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Major Transaction means a transaction or series of related transactions within a calendar year between a Utility and an Affiliate relating to the sale or purchase of an asset(s) or to the provision of a service or a similar group of services, other than Utility Services, which has an aggregate value within that calendar year of $500,000 or more.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Non-Extension Notice Date has the meaning specified in Section 2.03(b)(iii).

  • Non-Extension Notice has the meaning specified in Section 2.10.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

  • Demand Notice has the meaning set forth in Section 2(a)(i).

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Contract Effective Date means the date agreed upon by the parties for beginning the period of performance under the contract. In no case shall the effective date precede the date on which the contracting officer or designated higher approval authority signs the document.

  • Put Option Event means a Change of Control Event.

  • Term SOFR Notice means a notification by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition Event.

  • Termination Warning Notice means a notice sent by the Secretary of State to the Academy Trust, stating his intention to terminate this Agreement.

  • Servicer Termination Notice Defined in Section 6.15.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • Initial Effective Date means the date that the Initial Registration Statement has been declared effective by the SEC.

  • Extension Deadline means, with respect to a letter of credit, the Cutoff Time on the Business Day preceding the day on which the letter of credit expires.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Discounted Prepayment Effective Date means in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five (5) Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.

  • Extension Effective Date has the meaning specified in Section 2.06(c).