Hedging Transaction

Hedging Transaction. Any transaction involving a security linked to the Registrable Securities or any security that would be deemed to be a derivative security (as defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Securities or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Securities, including, without limitation, any forward contract,... equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions: (a) transactions by a Designated Holder in which a Hedging Counterparty engages in short sales of Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; (b) transactions pursuant to which a Designated Holder sells short Registrable Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; (c) transactions by a Designated Holder in which the Designated Holder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. View More

Hedging Transaction. Any swap, pledge, forward sale contract, option, put, call or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, pledge, forward sale contract, option, put, call or any other agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise, or that otherwise establishes a net short... position with respect to the Common Stock. View More

Hedging Transaction. Means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.

Hedging Transaction. Means with respect to any person any (a) interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such person is party or a beneficiary or (b) foreign exchange contract, foreign exchange option contract, currency swap agreement or other similar agreement as to which such person is... a party or a beneficiary. View More

Hedging Transaction. Any transaction pursuant to which Zion, or any person or entity acting on its behalf or pursuant to any understanding with Zion, directly or indirectly engages in any hedging activities or executes any 'short sales' (including, without limitation, as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) with respect to any securities of InterPrivate prior to the Measurement Date (or such earlier termination of this Agreement in... accordance with its terms), other than pledges in the ordinary course of business as part of prime brokerage arrangements; provided, however, that nothing set forth herein (i) shall restrict Zion's ability to maintain bona fide hedging positions in respect of any warrants to purchase shares of Class A Common Stock held by Zion as of the date hereof; (ii) shall prohibit any entities under common management or that share an investment advisor with Zion that have no knowledge of this Agreement or of Zion's participation herein (including Zion's controlled affiliates and/or affiliates) from entering into any 'short sales' or engaging in other hedging transactions; and (iii) shall apply to assets managed by a portfolio manager other than those (A) who made the investment decision to purchase the Company Holder Committed Shares (the 'Investing Portfolio Manager') or (B) who have direct knowledge of the investment decisions made by the Investing Portfolio Manager; provided, further, that InterPrivate acknowledges and agrees that, notwithstanding anything herein to the contrary, the Company Holder Committed Shares may be pledged by Zion in connection with a bona fide margin agreement, provided that such pledge shall be (A) pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the 'Securities Act') or (B) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Zion when effecting a pledge of the Company Holder Committed Shares shall not be required to provide InterPrivate with any notice thereof; provided, further, that neither InterPrivate nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Company Holder Committed Shares are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by InterPrivate in all respects View More

Hedging Transaction. Any short sale (whether or not against the box) and any sale or grant of any put option or with respect to Berkshire Hills Common Stock but shall not include a broad-based market basket or index, including the Nasdaq Bank Index and the KBW Regional Banking Index (or any successor index), that includes, relates to or derives a portion of its value from Berkshire Hills Common Stock) that is conducted by the Shareholder from the Effective Time and through the date this Agreement terminates in... accordance with Section 5 hereto View More