Synthetic Equity Position is a “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) between two parties (the “Receiving Party” and the “Counterparty”) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act); provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument become determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination . The number of shares of Common Stock of the Company specified or referenced in such derivative security contract (as determined by the Board in good faith) is the number of “Notional Common Shares.” For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Synthetic Equity Positions. No Person shall be deemed to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “Beneficially Own” any securities which such Person or any of such Person’s Related Persons would otherwise be deemed to “Beneficially Own” pursuant to this Section 1.3 solely as a result of any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Related Persons) or the consummation of any transactions contemplated thereby, or any tender, voting or support agreement entered into by such Person (or one or more of such Person’s Related Persons) in connection therewith or the consummation of any transactions contemplated thereby, if, prior to such Person becoming an Acquiring Person, the Board has approved such merger or other acquisition agreement, or such tender, voting or support agreement. No Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as such, to be the “Beneficial Owner” of, to have...
Synthetic Equity Position means any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act); provided, that for the purposes of this Section 1(v), the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination.
Synthetic Equity Position has the meaning set forth in Article 60(d)(ii).
Examples of Synthetic Equity Position in a sentence
Except as otherwise set forth in this Notice, none of the Nominating Persons (a) holds or maintains any Synthetic Equity Position, (b) is party to any agreement, arrangement, understanding or relationship relating to any Short Interests or (c) is entitled to any Performance-Related Fees (in each case, as each of these terms is defined in the Bylaws).
Except as otherwise set forth in this Notice, neither Mr. Walsh nor any member of Mr. Walsh’s immediate family sharing the same household (a) holds or maintains any Synthetic Equity Position, (b) is party to any agreement, arrangement, understanding or relationship relating to any Short Interests or (c) is entitled to any Performance-Related Fees (in each case, as each of these terms is defined in the Bylaws).
Right Certificate 3.1 Rights Agent Preamble Securities Act 1.11 Security 11.4.1 Series A Preferred Recitals Spread 11.1.3 Substitution Period 11.1.3 Summary of Rights 3.2 Synthetic Equity Position 1.3 Trading Day 11.4.1 Trust 27.1 Trust Agreement 27.1 Any determination required by the definitions contained in this Section 1 shall be made by the Board of Directors of the Company in its good faith judgment, which determination shall be binding on the Rights Agent and the holders of the Rights.
More Definitions of Synthetic Equity Position
Synthetic Equity Position means a “derivative security (as such term is defined in Rule 16a-1(c) under the Exchange Act as in effect as of the date hereof between two parties (the “Receiving Party” and the “Counterparty”) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act); provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument become determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination. The number of Ordinary Shares specified or referenced in such derivative security contract (as determined by the Board in good faith) is the number of “Notional Ordinary Shares.” For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Synthetic Equity Positions.
Synthetic Equity Position means the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) and that is, directly or indirectly, held or maintained by such Disclosing Persons with respect to any Shares of any class or series of Shares of the Company; provided that, for the purposes of this definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Disclosing Persons satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than Disclosing Persons that so satisfy Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Disclosing Persons as a hedge with respect to a bona fide derivatives trade or position of such Disclosing Persons arising in the ordinary course of any such Disclosing Person’s business as a derivatives dealer;