Repricing Rights definition

Repricing Rights shall have the meaning set forth in the Purchase ---------------- Agreement.
Sample 1Sample 2
Repricing Rights. (determined on an as exercised into Common Stock basis at the time of such determination) held by holders or former holders of the Initial Common Shares then outstanding, including by merger or consolidation. A Buyer may not assign some or all of its rights hereunder without the consent of the Company; provided, however, that a Buyer may assign some on all of its rights hereunder to an affiliate or a fund under its common management, but any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption.
Sample 1

Examples of Repricing Rights in a sentence

  • The Company shall not issue any fraction of a share of Common Stock upon any exercise of Repricing Rights.

  • The Company may also elect to notify the Buyer within 7 business days advance notice that any future exercise of Repricing Rights shall be redeemed for cash in lieu of issuing additional shares.

  • The Repricing Rights will expire in their entirety 14 months after the effectiveness of the Registration Statement.

  • Upon every adjustment of the number of shares of Common Stock purchased by the Buyer and the number of Repricing Rights, the Company shall give written notice thereof to the Buyer, which notice shall state the increase or decrease, if any, in the number of shares of Common Stock purchased by the Buyer and the number of Repricing Rights, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

  • The holder shall have the sole authority and obligation to determine whether the restriction contained in this Section applies and to the extent that the holder determines that the limitation contained in this Section applies, the determination of which Repricing Rights are exercisable shall be in the sole discretion of the holder.

  • In the event that the Company elects to pay the cash value of the Repricing Rights in excess of $50,000, the Company shall have 14 calendar days to make such payment.

  • If the Company defaults, the Buyer will be permitted to continue exercising its Repricing Rights subject to the limit set forth in Section 1(a).

  • Upon receipt of the written notice from the Buyer, the Company shall within 10 business days make a cash payment to Buyer equal to the cash value of Buyer's then outstanding Repricing Rights and Shares as of the date that written notice is received by the Company.

  • The Repricing Rights entitle the Buyer to acquire additional shares (the "Additional Shares") of Common Stock (or its cash equivalent) for each share sold on the date of the Exercise Notice (in the form annexed hereto as Exhibit A), equal to the number of Repricing Rights exercised multiplied by a fraction, the numerator of which is the difference between the Repricing Price and the Market Price (as defined herein) and the denominator of which is the Market Price.

  • Upon receipt of the written notice from the Investor, the Company shall within 10 business days make a cash payment to Investor equal to the market value of Investor's then outstanding Repricing Rights and Common Stock as of the date that written notice is received by the Company.

Related to Repricing Rights

  • Repricing Transaction the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans (including, without limitation, as may be effected through any amendment, waiver or modification to this Agreement relating to the interest rate for, or weighted average yield of, the Initial Term Loans), (a) if the primary purpose of such prepayment, refinancing, substitution, replacement, amendment, waiver or modification is (as reasonably determined by the Borrower in good faith, which determination shall be conclusive) to refinance the Initial Term Loans at a lower “effective yield” (taking into account, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate), (b) if the prepayment, refinancing, substitution, replacement, amendment, waiver or modification is effectuated by the incurrence by the Borrower or any Restricted Subsidiary of new Indebtedness, such new Indebtedness is broadly marketed or syndicated first lien secured bank financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or modification results in first lien secured bank financing having an “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing (calculated based on assumed four-year average life and without present value discount), but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the Adjusted LIBOR Rate, but including any LIBOR floor or similar floor that is higher than the then applicable Adjusted LIBOR Rate) that is less than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, on the same basis) of the Initial Term Loans prior to being so prepaid, refinanced, substituted or replaced or subject to such amendment, waiver or modification to this Agreement.

  • Repricing Event means (a) any repayment, prepayment or repurchase of all or a portion of the Initial Term Loans with the proceeds of, or any conversion of all or any portion of the Initial Term Loans into, any new or replacement Indebtedness bearing interest with an All-in Yield (as reasonably determined by the Administrative Agent in consultation with the Parent and taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years), but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such Indebtedness in their capacities as lenders or holders of such Indebtedness) less than the All-in Yield applicable to the Initial Term Loans (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment (including pursuant to a replacement term loan) to the Initial Term Loans or any tranche thereof, in each case of clauses (a) and (b) above, if the primary purpose of such repayment, prepayment or repurchase (as reasonably determined by the Administrative Agent in consultation with the Parent) is to lower the All-in Yield applicable to the Initial Term Loans that are repaid, prepaid or repurchased using the proceeds thereof (as determined on the same basis as provided in clause (a)). It is understood that “Repricing Events” shall not include any repayment, prepayment or refinancing of all or a portion of the Initial Term Loans in connection with a Change of Control or a Specified Acquisition (as defined below). It is understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such amendment pursuant to Section 2.19(c)).

  • Repricing means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option;

  • Permitted Prepayment Date means the Business Day after the second (2nd) anniversary of the first Payment Date

  • Mandatory Prepayment Event means any of the following:

  • Mandatory Prepayment Date as defined in Section 2.12(e).

  • Prepayment Asset Sale means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h).

  • Mandatory Prepayments has the meaning given to such term in Section 1.2(b).

  • Proposed Prepayment Date is defined in Section 8.3(c).

  • Borrower Offer of Specified Discount Prepayment means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).

  • Permitted Loans means:

  • Required Prepayment Lenders the Majority Facility Lenders in respect of each Facility.

  • Prepricing Information means information relating to the price, pricing speed, benchmark and status of the Notes and the offering thereof;

  • Delayed Draw Term Loans has the meaning as set forth in Section 2.5(a).

  • Required Prepayment Date as defined in Section 2.15(c).

  • Term Loans means, collectively, the Tranche A Term Loans and the Tranche B Term Loans.

  • Delayed Draw Term Loan has the meaning specified in Section 2.01(b).

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Discounted Term Loan Prepayment has the meaning assigned to such term in Section 2.11(a)(ii)(A).

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Replacement Revolving Loans shall have the meaning assigned to such term in Section 2.21(l).

  • Prepayment means, with respect to any Receivable, any prepayment, whether in part or in full, in respect of such Receivable.

  • Specified Disposition means any disposition of all or substantially all of the assets or Equity Interests of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Refinancing Revolving Loans means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

  • Mandatory Prepayment Amount for any Debentures shall equal the sum of (i) the greater of: (A) 130% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon, or (B) the principal amount of Debentures to be prepaid, plus all other accrued and unpaid interest hereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures.

  • Discounted Voluntary Prepayment has the meaning specified in Section 2.05(d)(i).