Repricing Rights definition

Repricing Rights shall have the meaning set forth in the Purchase Agreement.
View Source
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.
View Source

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.

  • 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).

  • 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 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 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.

  • 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.

  • 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.

Related to Repricing Rights

  • Repricing Transaction means (a) any prepayment or repayment of Tranche B Term Loans (or any portion thereof), with the proceeds of, or any conversion of Tranche B Term Loans (or any portion thereof) into, any new or replacement tranche of term loans (including any New Term Loans) bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Tranche B Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (b) any amendment and/or modification (including pursuant to a replacement of a Tranche B Term Loan pursuant to Section 10.2(b)) to the Tranche B Term Loans which reduces the “effective yield” applicable to the Tranche B Term Loans, but in either case (A) not if such prepayment, repayment, amendment or modification is made in connection with a Change in Control transaction and (B) only if the primary purpose of such prepayment, repayment, amendment or modification is to refinance the Tranche B Term Loans at a lower “effective yield”. For purposes of the foregoing, “effective yield” per annum, shall mean, as of any date of determination, the sum of (i) the higher of (A) the Adjusted LIBO Rate on such date for a deposit in Dollars with a maturity of one month and (b) the Adjusted LIBO Rate floor, if any, with respect thereto as of such date, (ii) the interest rate margins as of such date (with such interest rate margin and interest spreads to be determined by reference to the Adjusted LIBO Rate) and (iii) the amount of the original issue discount and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount).

  • Repricing Event means (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Class B Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement Class of, or new facility of, syndicated term loans by the Borrower in the principal amount of the Class B Term Loans prepaid, repaid, refinanced, substituted, replaced or converted and secured by the Collateral (including Replacement Term Loans or other term loans under this Agreement) having an “effective yield,” determined by the Administrative Agent in consultation with the Borrower (taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over four years) paid to the lenders providing such Indebtedness, but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such term loans in their capacities as lenders or holders of such term loans), less than the “effective yield” applicable to the Class B Term Loans being prepaid, repaid, refinanced, substituted, replaced or converted (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment to this Agreement (including pursuant to a Replacement Term Loan or other term loans under this Agreement) to the Class B Term Loans or any tranche thereof which reduces the “effective yield” applicable to such Class B Term Loans (as determined on the same basis as provided in clause (a)), in each case only if the primary purpose of such prepayment, repayment, substitution, replacement or amendment was to reduce the “effective yield” applicable to such Class B Term Loans.

  • 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: