Special Termination Amount definition

Special Termination Amount means the sum of (a) the product of (i) the Number of Early Settlement Shares multiplied by (ii) a per Share price (the “Early Termination Price”) determined by GS&Co. in a good faith and commercially reasonable manner based on relevant market indicia, including GS&Co.’s funding costs associated with Early Settlement Shares and costs incurred or estimated to be incurred by GS&Co. in connection with the purchase and sale of Shares in order to close out GS&Co.’s or any of its Affiliates’ Hedge Positions with respect to each Affected Transaction and, in the event that Counterparty delivers Unregistered Shares to GS&Co., whether GS&Co. and Counterparty have agreed on acceptable procedures and documentation relating to such Unregistered Shares as described above and (b) any amount owing under Section 6(e) of the Agreement, in respect of the Elected Transactions by GS&Co. to Counterparty (expressed as a positive number) or by Counterparty to GS&Co. (expressed as a negative number).
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Special Termination Amount means the amount calculated in accordance with Exhibit E.
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Special Termination Amount means the amount calculated in accordance with Schedule 1.3.
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Examples of Special Termination Amount in a sentence

  • Counterparty and GS&Co. agree that the payment of the Special Termination Amount and the delivery of the Early Settlement Shares satisfy in full any obligation of a party to make any payments pursuant to Section 6(e) of the Agreement or Article 12 of the Equity Definitions, as the case may be, in respect of the Elected Transactions.


More Definitions of Special Termination Amount

Special Termination Amount means the sum of (a) the product of (i) the Number of Early Settlement Shares multiplied by (ii) a per Share price (the “Early Termination Price”) determined by GSI in a good faith and commercially reasonable manner based on relevant market indicia, including costs incurred or estimated to be incurred by GSI in connection with the purchase and sale of Shares in order to close out GSI’s or any of its Affiliates’ Hedge Positions with respect to each Affected Transaction and, in the event that Counterparty delivers Unregistered Shares to GSI, whether GSI and Counterparty have agreed on acceptable procedures and documentation relating to such Unregistered Shares as described above and (b) any amount owing under Section 6(e) of the Agreement or pursuant to Article 12 of the Equity Definitions, as the case may be, by GSI to Counterparty (expressed as a positive number) or by Counterparty to GSI (expressed as a negative number).
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Special Termination Amount means as of any date of payment, the lesser of (a)(i) the sum of the Hard Cap less the aggregate of all of the payments of the Company in respect of the Revenue Interests (including any Under Performance Payment) made to the Investors prior to such date, plus (ii) any other Obligations payable by the Company Parties under this Agreement and the other Transaction Documents (if any) or (b)(i) the Investment Amount minus the aggregate of all of the payments received by the Investors in respect of the Revenue Interests (including any Under Performance Payment) and (ii) the amount that the Investors would need to receive to achieve a per annum rate of return on the Investment Amount equal to [***]% determined after taking into account all of the amounts received by the Investors prior to such date of payment under the Transaction Documents (other than any payments made as a reimbursement of expenses (including legal fees) incurred by the Investors and any indemnification amounts paid as reimbursement to any Investor Indemnified Party to extent such amounts were previously or contemporaneously paid to a Third Party in connection with any Third Party Claim) and the time at which such payments were received.
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Special Termination Amount means as of any date of payment, the sum of (A) the Investment Amount minus the aggregate of all of the payments received by the Investor in respect of the Revenue Interests and (B) the amount that Investor would need to receive to achieve a per annum rate of return on the Investment Amount equal to [***] determined after taking into account all of the amounts received by the Investor prior to such date of payment under the Transaction Documents (other than any payments made as a reimbursement of expenses (including legal fees) incurred by the Investor and any indemnification amounts paid as reimbursement to any Investor Indemnified Party to extent such amounts were previously or contemporaneously paid to a third party in connection with any Third Party Claim) and the time at which such payments were received. EXHIBIT F FORM OF JOINDER AGREEMENT [***] EXHIBIT G EXPENSES [***] EXHIBIT H PRODUCT PLANS [***] Annex H-1 EXHIBIT I SPECIAL MATURITY PAYMENT AMOUNT [***] Annex I-1 EXHIBIT J FORM OF GUARANTY [***]
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Special Termination Amount has the meaning set forth in Schedule 1.1-9.
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Special Termination Amount means as of any date of payment, the lesser of (a) the sum of (i) the Hard Cap less the aggregate of (A) all of the payments of the Company in respect of the Total Fixed Payments and the Total Included Product Payments (including any Under Performance Payment or Generic Product Payment) made to the Investor prior to such date and (B) any amounts received by the Investor pursuant to the Insurance Policy, if any, plus (ii) any other Obligations (other than inchoate Obligations) payable by the Company Parties under this Agreement or the other Transaction Documents (if any), and (b) the sum of (i) the Investment Amount minus the aggregate of all of the payments received by the Investor in respect of the Total Fixed Payments and the Total Included Product Payments (including any Under Performance Payment or Generic Product Payment), plus (ii) after taking into account the Total Fixed Payments, the Total Included Product Payments, the Under Performance Payment and the Generic Product Payment received by the Investor Representative under this Agreement, the IRR True-Up Payment Amount.
Sample 1
Special Termination Amount means the sum of (a) the product of (i) the Number of Early Settlement Shares multiplied by (ii) a per Share price (the “Early Termination Price”) determined by GS&Co. in a good faith and commercially reasonable manner based on relevant market indicia, including
Sample 1

Related to Special Termination Amount

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

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

  • Termination Payment Date means the earlier of the first Distribution Date following the liquidation or sale of the Receivables as a result of an Insolvency Event and the occurrence of the Scheduled Series 1995-1 Termination Date.

  • Special Termination Advance means an Advance made pursuant to Section 2.02(g).

  • Initial Termination Date has the meaning set forth in Section 8.2(a).

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Termination Fee Event has the meaning ascribed thereto in Section 5.2(a);

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Accretion Termination Date As defined in the Series Supplement.

  • Termination Price As defined in Section 9.01.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Applied Special Termination Advance has the meaning assigned to such term in Section 2.05.

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Loan Termination Date means the earliest to occur of the following: (i) as to the REVOLVING NOTES, November 1, 2012, as to the TERM NOTES, October 31, 2016, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Commitment Termination Event means (a) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9, or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3, or (ii) in the absence of such declaration, the giving of notice to the Borrower by the Administrative Agent, acting at the direction of the Required Lenders, that the Commitments have been terminated.

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Commitment Termination Date means the earliest to occur of (a) the Maturity Date, (b) the date the Commitments are permanently reduced to zero pursuant to Section 2.8, and (c) the date of the termination of the Commitments pursuant to Article VIII.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Agreement Termination Date is defined in Section 7.4.

  • Termination Payments has the meaning specified in Section 10(a).