Notice of Fundamental Change definition

Notice of Fundamental Change shall have the meaning set forth in Section 7(b).
Sample 1

Examples of Notice of Fundamental Change in a sentence

  • The Corporation shall be required to purchase the shares of Series G Preferred Stock surrendered for repurchase no less than twenty (20) days nor more than thirty-five (35) days after the date of the Corporation’s delivery of Notice of the Fundamental Change, subject to extension to comply with applicable law (as set forth in the Notice of Fundamental Change, the “ Fundamental Change Repurchase Date”).

  • To understand the Offer fully and for a more complete description of the terms of the Offer, the Company urges you to read carefully the remainder of this Notice of Fundamental Change and Offer to Repurchase (as amended and supplemented from time to time, this “Offer to Repurchase”) because the information in this summary is not complete and this document contains additional important information.

  • The Schedule 14D-9 indicates that note holders will be entitled to Additional Common Stock only if they convert between the purchase of the shares in the Tender Offer and the “Fundamental Change Purchase Date” which will be a date not more than 35 nor less than 20 days after Sybase sends a Notice of Fundamental Change after the closing of the Tender Offer.

  • A list of the directors and executive officers of the Company is attached to this Notice of Fundamental Change as Annex A.

  • Except as otherwise disclosed below, based on a reasonable inquiry by the Company: • none of the Company or its executive officers, directors, subsidiaries or other affiliates has any beneficial interest in the Notes; • the Company will not purchase any Notes from such persons; and • during the 60 days preceding the date of this Notice of Fundamental Change, none of such officers, directors or affiliates has engaged in any transactions in the Notes.

  • The Fundamental Change Purchase Right is subject, in all respects, to the terms and conditions of the Indenture, the Notes and this Offer to Purchase and Notice of Fundamental Change Notice, Make-Whole Fundamental Change and Entry into Supplemental Indenture (this “Notice”) and any related notice materials, as amended and supplemented from time to time.

  • The remainder of this Notice of Fundamental Change contains more detailed information regarding the Fundamental Change Purchase Right.

  • The purchase by the Company of validly surrendered Notes is not subject to any condition other than such purchase being lawful and the procedural requirements described in this Notice of Fundamental Change being satisfied.

  • As a result of the consummation of the Offer and the Merger, which occurred on the Fundamental Change Effective Date, each Holder of the Notes has the Fundamental Change Repurchase Right described in this Notice of Fundamental Change.

  • The Company is incorporating by reference in this Notice of Fundamental Change some of the information that we file with the SEC, which means that we may disclose important information to you by referring you to those documents.

Related to Notice of Fundamental Change

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Redemption Notice means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Optional Redemption Notice shall have the meaning set forth in Section 6(a).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).