Change of Control Put Event Sample Clauses

Change of Control Put Event will be deemed to occur if in the case of the Guarantor, any person or any persons acting in concert shall acquire a controlling interest in (A) more than 50 per cent. of the issued ordinary shares of the Guarantor or (B) shares of the Guarantor carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Guarantor or, in the case of the Issuer, the Guarantor ceases to hold directly or indirectly a 100 per cent. interest in the Issuer (each such event being, a "Change of Control").
Sample 1
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Change of Control Put Event. If a Change of Control Put Event (as defined below) occurs, each Bondholder will have the option (the “Change of Control Put Option”) (unless, prior to the giving of the relevant Change of Control Put Event Notice (as defined below), the Issuer has given notice to redeem the Bonds in accordance with Conditions 5(b), 5(d) and 5(e)) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) the Bonds held by it on the Change of Control Put Date at their principal amount together with (or, where purchased, together with an amount equal to) interest (if any) accrued to but excluding the Change of Control Put Date. Promptly upon a Change of Control Put Event having occurred, the Issuer shall give notice (a “Change of Control Put Event Notice”) to the Bondholders in accordance with Condition 14 specifying the nature of the Change of Control Put Event and the circumstances giving rise to it, the procedure for exercising the Change of Control Put Option and the Change of Control Put Date. In order to exercise the Change of Control Put Option, the Bondholder must deposit such Bond with the Principal Paying Agent at its specified office at any time during normal business hours of the Principal Paying Agent, accompanied by a duly signed and completed option exercise notice in the form (for the time being current) available from the specified office of the Principal Paying Agent (a “Change of Control Put Notice”) within the period (the “Change of Control Put Period”) of 45 days after a Change of Control Put Event Notice is given. No Bond so deposited and option so exercised may be revoked or withdrawn without the prior approval of the Issuer. The Bonds should be delivered together with all Coupons relating to them maturing after the Change of Control Put Date, failing which the amount of any such missing unmatured Coupon will be deducted from the sum due for payment in the manner provided in Condition 6(d). The Principal Paying Agent will issue to the Bondholder concerned a non- transferable receipt in respect of all Bonds so delivered. Payment in respect of any Bond so delivered will be made, if the Holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date, by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the...
Sample 1

Related to Change of Control Put Event

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

  • Change of Control Defined For purposes of this this Note, the term “

  • 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 in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Payment on Change of Control In the event that a Change of Control of the Company occurs while this Note remains outstanding, upon the written consent of the Majority Holders, the Company shall pay to the Holder at the closing of such Change of Control a cash amount equal to three (3) times the outstanding principal amount of such Note, together with all interest accrued thereon. A “Change of Control” means: (i) a merger or consolidation of the Company (or of a subsidiary of the Company) in which outstanding shares of the Company (or of a subsidiary of the Company) are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary and after which the Company’s stockholders own less than 50% of the voting stock of the surviving company (other than a bona fide equity financing or a mere reincorporation transaction), (ii) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, (iii) a transfer of more than 50% of the Company’s voting securities to any person or group of persons or (iv) any Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended from time to time. For the avoidance of doubt, if this Note is converted pursuant to Section 2(b), Holder shall not be entitled to any payment pursuant to this Section 3.

  • Adjustment event If an adjustment event arises in respect of a taxable supply made by a supplier under the Agreement, the amount payable by the recipient under clause 20.3 will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

  • Termination on Change of Control 26.12.1 The Supplier shall notify the Authority immediately in writing if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Authority immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Authority may terminate this Framework Agreement by giving notice in writing to the Supplier with immediate effect within six (6) Months of:

  • TERMINATION DUE TO CHANGE IN FUNDING ‌ 35 In the event funding from HCA, MCO, State, Federal, or other sources is withdrawn, reduced, or limited 36 in any way after the effective date of this Contract and prior to its normal completion, either party may 37 terminate this Contract subject to re-negotiations.

  • Whenever an Event of Default shall have happened and be subsisting, in addition to any other rights or remedies provided herein, the Note, by law or otherwise:

  • Change of Control of the Academy Trust 102A) The Secretary of State may at any time by notice in writing, subject to clause 102C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

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