Change in Control Offer definition

Change in Control Offer has the meaning given to it in Section 3(d). “Change in Control Transaction” will, and will be deemed to, exist if (a) there occurs any consolidation, merger, plan of arrangement or other business combination of the Company or the Parent with or into any other corporation or other entity or person (whether or not the Company or the Parent is the surviving corporation) or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting shareholders of the Company or the Parent prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving corporation after such event (including any “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, tender offer by the Company or the Parent under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company’s common shares or the Parent’s Common Shares, or take-over bid by the Company or the Parent under Canadian Securities Laws for 20% or more of the Company’s common shares or the Parent’s Common Shares), (b) any person (as defined in Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 35% of the Company’s or the Parent’s voting power other than such persons who beneficially owned or are deemed to beneficially own such voting power as of the date hereof, (c) there is a replacement within a consecutive period of 24 months of more than one-half of the members of the Company’s or the Parent’s Board of Directors which is not approved by those individuals who are members of the Company’s or the Parent’s Board of Directors on the date thereof who were either directors at the beginning of such period or where election or nomination was previously approved, (d) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company or the Parent, determined on a consolidated basis, or (e) the Company or the Parent enters into any agreement providing for an event, circumstance or occurrence set forth in (a), (b), (c) or (d) above.

Change in Control Offer has the meaning assigned to such term in Section 2.07(c)(iii).

Change in Control Offer has the meaning provided in Section 4.02.

Examples of Change in Control Offer in a sentence

• The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date.

• A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 by the Change in Control Offer Response Date shall be deemed to constitute a rejection of such offer by such holder.

• The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred.

• The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company.

• There are no conditions to this Change in Control Offer except (i) for the timely and proper delivery of the Change in Control Purchase Notice in accordance with the terms of the Change in Control Offer and (ii) the non-occurrence or continuation of an Event of Default (as defined in the Indenture).

More Definitions of Change in Control Offer

Change in Control Offer has the meaning specified in Section 13.01(a).

Change in Control Offer means a notice delivered to the Administrative Agent (which will promptly furnish such notice to the Lenders) stating:

Change in Control Offer has the meaning specified in Section 3.04(f)(ii).

Change in Control Offer shall have the meaning given to it in Section 2.06(f).

Change in Control Offer has the meaning specified in Section 10.07(a).

Change in Control Offer means an offer, the terms of which are set forth on a notice delivered to each Lender (through the Administrative Agent) within 30 days following the occurrence of a Change in Control stating: (A) that a Change in Control has occurred and that such Lender has the right to require Borrower to prepay all or a portion of such Lender’s Loan at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment; (B) the Change in Control prepayment date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Prepayment Date”); and (C) that Lenders electing to have all or any portion of their Loans prepaid pursuant to the Change in Control Offer will be required to notify Borrower prior to the close of business on the third Business Day preceding the Prepayment Date, which election will be irrevocable unless otherwise specified in such notice.

Change in Control Offer shall have the meaning assigned to such term in Section 6.15(a).