Change of Control Call Option Sample Clauses

Change of Control Call Option. (a) By not later than five days following a Change of Control (as defined herein or in Section 3.1(b)) of any Shareholder, such Shareholder shall give the Company and each other Shareholder notice of such Change of Control and shall disclose the number of Shares and any other securities of the Company which were owned by the Shareholder as of immediately prior to such Change of Control of such Shareholder (the “Change of Control Securities”). If the Shareholder fails to give the notice required by the preceding sentence by the time required thereby, and another Shareholder or the Company is or becomes aware that such Shareholder underwent a Change of Control, then (i) if it is a Shareholder that is or becomes aware of such Change of Control, that Shareholder shall reasonably promptly inform the Company of such Change of Control and upon the Company being of the reasonable belief that such a Change of Control has occurred, the Company shall reasonably promptly provide the notice to the Shareholders that such Shareholder which underwent the Change of Control failed to provide, or (ii) if it is the Company that is or becomes aware of such Change of Control, the Company shall reasonably promptly provide the notice that such Shareholder which underwent the Change of Control failed to provide. Any liability of a Shareholder which undergoes a Change of Control for failure to give the notice required by the first sentence of this Section 3.3(a) shall not be relieved as a result of the Company or any other Shareholder being obligated to give, or giving, the notice required by the second sentence of this Section 3.3(a).
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Change of Control Call Option. A “Change of Control Transaction” shall be deemed to be occasioned by, or to include each of the following (i) the merger, acquisition or consolidation of a Member by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control Transaction if the Member’s stockholders constituted immediately prior to such transaction hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction; (ii) any transaction or series of related transactions to which the Member is a party in which more than fifty percent (50%) of the Member’s voting power is transferred (taking into account only voting power resulting from stock held by such stockholders prior to such transaction) and (iii) a sale, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of the Member and its subsidiaries taken as a whole (including, without limitation, the sale or disposition (by merger or otherwise) of one or more subsidiaries of the Member if substantially all of the assets of the Member and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, transfer or other disposition is to a wholly-owned subsidiary of the Member); provided that a Change of Control Transaction shall not include (x) a merger or consolidation with a wholly-owned subsidiary of the Member (y) a merger effected exclusively for the purpose of changing the domicile of the Member or (z) any transaction or series of related transactions principally for bona fide equity financing purposes of the Member in which the Member is the surviving entity. The treatment of any particular transaction or series of related transactions as a Change of Control Transaction may be waived by the vote or written consent of the holders of a Supermajority in interest of the Members. If a Member consummates a Change of Control Transaction, then such Member shall, within ten (10) Business Days following the completion of such Change of Control Transaction, offer all (and not less than all) of such Member’s Units for sale to the Members (excluding the offering Member) in accordance with the following process:
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Change of Control Call Option. In the event of a Change of Control of Amyris Brasil, São Martinho shall have the right, but not the obligation, at its sole discretion, to purchase the entire interest held by Amyris Brasil at the Company’s capital stock and to require Amyris Brasil to sell all, but not less than all, of the Shares then held by it, who shall be obliged to sell such Shares as provided hereto (the “Change of Control Call Option”).
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Change of Control Call Option. Upon the occurrence of a direct or indirect Change of Control, if Notifying Party has provided to the other Party a Valuation Notice the following provisions shall apply. Within 15 calendar days after the receipt of the Appraisal Report from the Appraiser setting forth the Appropriate Value, the Party that is subject to the Change of Control shall be obligated to purchase all the Shares owned at that time by the Party that is not subject to the Change of Control, and such Party shall sell all such Shares to the Party subject to the Change of Control, at a price equal to the Appropriate Value Purchase Price (the “Change of Control Call Option”), and the Appropriate Value determined in connection with the Change of Control Call Option shall be final and binding on the Party that is not subject to the Change of Control for purposes of the Change of Control Call Option. If any Party does not issue a Valuation Notice or Non-Valuation Notice within seventy-five (75) days from the Change of Control Notice, the Party not subject to the Change of Control shall have the opportunity to issue a last call notice (the “Last Call Notice”) to purchase the Shares held by the Party that is subject to the Change of Control.
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Change of Control Call Option. If a Party experiences a Change of Control (as defined below) ("Party X"), the other Party ("Party Y") shall be entitled to exercise a call option (the "Change of Control Call Option") to acquire all of the ownership interests in CGC held by Party X, at a price (the "Change of Control Call Option Price") determined and calculated as follows: (A) If the Change of Control occurs prior to (i) the Commercial Operations Date, and (ii) CGC's receipt of a geothermal resource report from a reputable independent consultant confirming the adequacy and sufficiency of the geothermal resource based on the parallel flow testing of three production wxxxx and observation of the resource behavior on that basis, and (iii) CGC entering into a long-term power purchase agreement for the Project (the requirements in the preceding clauses (ii) and (iii) referred to collectively as the "Change of Control Call Option Price Factors"), then the Change of Control Call Option Price shall be equal to the sum of (1) $12.5 million minus any paid installments of the Acquisition Payment, plus (2) interest on the resulting amount of clause (1), calculated at an annual rate of [***]% based on a year of 360 days and twelve 30 day months. (B) If the Change of Control occurs (i) prior to the Commercial Operations Date, but (ii) after the occurrence of the Change of Control Call Option Price Factors, then the Change of Control Call Option Price shall be equal to the value of Party X's pro-rata ownership share of the fair market value of CGC, which shall be determined on the basis of a Discounted Cash Flow calculation, based on the parameters outlined in Schedule IV hereto. (C) If the Change of Control occurs after the Commercial Operations Date, the Change of Control Call Option Price shall be equal to Party X's pro-rata ownership share of the then current fair market value of CGC, which shall be determined by a qualified independent valuator that is acceptable to both Parties. The Change of Control Call Option shall be exercised by Party Y by delivering written notice to Party X no later than 30 days following the Change of Control and shall be consummated by the
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Related to Change of Control Call Option

  • Offer to Purchase Upon Change of Control Triggering Event Any Securities of any series that require that the Issuer make an offer to purchase upon a Change of Control Triggering Event shall be purchased by the Issuer in accordance with their terms and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in accordance with this Section 1009. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has previously exercised its right to redeem the Securities in accordance with their respective terms, each Holder of Securities of such series will have the right to require the Issuer to purchase all or a portion of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of Holders of the Securities on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Issuer’s option, prior to any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall send, by first class mail, a notice to each Holder of Securities of such series, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control and shall state:

  • Change of Control There occurs any Change of Control; or

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Offer to Repurchase Upon Change of Control Triggering Event (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such Xxxxxx’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). Within ninety (90) days following any Change of Control Triggering Event, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 4.07, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 5.16 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Change of Control Event A Change of Control Event occurs if at any time, the State of Norway ceases to own and be able to vote for, directly or indirectly, 100 % of the shares of the Issuer. If a Change of Control Event occurs, each Noteholder will have the right (the to require that the Issuer purchases all or some of the Notes at a price equal to 100 per cent of the Denomination plus accrued interest. The Put Option must be exercised within 20 calendar days after the Issuer has given notice to the Trustee and the Noteholders that a Change of Control Event has occurred. The settlement date for the Put Option will be the fifth business day after the end of the 20 calendar days exercise period.

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