Change of Control Put Right Sample Clauses

Change of Control Put Right. If an SHR Change of Control occurs within the period beginning on the Effective Date and ending on the date that is 18 months after the Effective Date, SHR shall provide notice of such SHR Change of Control within thirty (30) days after the occurrence thereof, and RECO shall have the right (the “Change of Control Put Right”), exercisable by written notice to the Company and SHR (a “Change of Control Put Notice”) given not later than (30) days after delivery of notice that such SHR Change of Control has occurred, to require the Company or SHR to acquire all (but not less than all) of its Interests. For purposes of exercising the Change of Control Put Right, an SHR Change of Control shall be deemed to have occurred upon the execution by the parties thereto of any definitive purchase agreement, merger agreement or similar definitive agreement which upon consummation of the transactions contemplated thereby will result in an SHR Change of Control. If RECO gives a Change of Control Put Notice, RECO shall be obligated to sell, and the Company and/or SHR shall be obligated to acquire all of the Interests held by RECO, together with any equity interests held by RECO in the Other Holding LLC, for an aggregate cash price equal to the Change in Control Put Price. The closing of the purchase and sale of Interests pursuant to this Section 8.2 shall occur within 120 days following the date the RECO Change of Control Put Notice was delivered. Delivery of a Change of Control Put Notice by RECO under the Other Holding LLC Agreement shall automatically constitute delivery of a Change of Control Put Notice under this Agreement. For the avoidance of doubt, the exercise by a Member of any other rights described in this Article VIII shall be independent of the Other Holding LLC and shall not trigger any corresponding rights thereunder and the rights hereunder shall not be triggered by the exercise of rights under the Other Holding LLC. To the extent that any action or transaction listed as a Major Decision in Section 3.3 is necessary or appropriate to satisfy the Change of Control Put Right, including any debt or equity financing in connection therewith, then such action or transaction shall not be deemed a Major Decision and shall not be subject to unanimous approval of the Board of Directors; provided that the terms and conditions thereof that will have an economic effect on RECO shall be reasonable.
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Change of Control Put Right. In the event that at any time a "change of control" (as defined in subparagraph 6 (c)) of the Corporation occurs, the Executive may at any time thereafter require that the Corporation purchase up to 1,638,564 shares of his common stock for a cash purchase price of fifty cents ($.50) per share (the "Put). The Put shall be exercisable from time to time by the Executive's giving the Corporation written notice of exercise in the manner specified herein for giving notices in which the Executive shall state the number of shares of Common Stock as to which the Put is then exercised. The number of shares of Common Stock subject to the Put and the fifty cents ($.50) per share purchase price shall be appropriately adjusted in the event that at any time after the date of this Agreement the number of outstanding shares of the Corporation's Common Stock is increased or decreased or changed into or exchanged for a different number or class or kind of shares or securities of the Corporation, by reason of a merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like. The Put is granted to the Executive in recognition of the fact that on December 9, 1993, the Executive, at a considerable personal economic sacrifice to himself, invested $819,282 in the Corporation for 1,638,564 shares of Common Stock in order to prevent the Corporation's common stock from being delisted by NASDAQ, the Corporation at the time having fallen below NASDAQ's equity requirements for listing.
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Change of Control Put Right. (a) If a Change of Control occurs, each holder of Debentures that remain Outstanding after the Change of Control will have the right to require the Company to redeem all or any part of such holder's Outstanding Debentures at the Company Redemption Price.
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Change of Control Put Right. Following any "change of control" of the Company (as to be defined in the Definitive Documentation), the Company will be required to offer to repurchase outstanding Notes at a purchase price in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest to the date of repurchase (the "COC Put Price"). Within 5 business days following a change of control, the Company will be required to mail a notice to each Noteholder stating: - that a change of control has occurred and that such Noteholder has the right to require the Company to purchase such Noteholder's Notes at the COC Put Price; - the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and - the procedures reasonably determined by the Company, consistent with the terms of the Notes and related documentation, that a holder must follow to have its Notes repurchased.
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Change of Control Put Right. (a) If the Controlling Shareholder shall, through one or more transactions with one or more Persons, directly or indirectly, transfer, or cease to hold, control of the Company as defined herein or all or substantially all of the assets of the Company shall be transferred through one or more transactions to a Person (the "Asset Purchaser") that is not, directly or indirectly, controlled by the Company as defined herein (a "Change of Control"), each Keytech Shareholder shall have the right, subject to this Section 3.3 (the "Change of Control Put Right"), to cause AT&T to purchase or cause its designee to purchase, and upon exercise by such Keytech Shareholder of the Change of Control Put Right, AT&T shall purchase or cause its designee to purchase, all of the Shares then held by such Keytech Shareholder and specified in Section 3.3(e) at a price per Share to be determined in accordance with Section 3.3(c). For purposes of this Section 3.3, the Controlling Shareholder shall be deemed to control the Company so long as (i) the Controlling Shareholders and BT as a group (the "Controlling Group") beneficially own at least a majority of the then-outstanding Voting Securities and (ii) no Person or Persons other than the members of the Controlling Group shall have the right to (a) elect a majority of the Board of Directors of the Company, or (b) contractually or otherwise, directly or indirectly, to direct or cause the direction of the management and policies of the Company; provided that the Controlling Group beneficially owns at least 25% of the then-outstanding Voting Securities. The Company shall notify the Keytech Shareholders of the existence of a Change of Control not later than the third Business Day after the occurrence of a Change of Control. Such notice shall set forth the relevant price, payment terms and other materiel terms and conditions of the Transfer constituting the Change of Control.
Sample 1

Related to Change of Control Put Right

  • 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.

  • 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.

  • Change of Control Repurchase Event If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. On the repurchase date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased. The Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Authenticating Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of $1,000. The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. As used in this Section 2.9, the terms set forth below shall have the following respective meanings:

  • Repurchase upon Change of Control Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Payment Date"). A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

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

  • 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.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Offer to Purchase upon Change of Control Upon the occurrence of a Change of Control, the Issuers will make an Offer to Purchase (the “Change of Control Offer”) all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued interest, if any, to but not including the Purchase Date (the “Change of Control Payment”). For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuers commence an Offer to Purchase all outstanding Notes at the Purchase Price (provided that the running of such 30-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court’s or governmental authority’s review of or ruling on any materials being employed by the Issuers to effect such Offer to Purchase, so long as the Issuers have used and continue to use their commercial best efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase. The Issuers shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. On the Purchase Date, the Issuers shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent will promptly mail (or wire transfer) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. The Issuers will announce the results of the Change of Control Offer to all Holders on or as soon as practicable after the Purchase Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such conflict. In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.

  • Offer to Repurchase Upon a Change of Control Following a Change of Control (the date of each such occurrence being the “Change of Control Date”), the Issuer shall notify the holders of Notes in writing of such occurrence and shall make an offer (the “Change of Control Offer”) to repurchase all Notes then outstanding at a repurchase price equal to 100% of the aggregate principal amount thereof (the “Change of Control Payment”), plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the Change of Control Payment Date (as defined below). Notice of a Change of Control (the “Issuer Notice”) shall be mailed by or at the direction and expense of the Issuer through the Trustee to the holders of Notes as shown on the Register of such holders maintained by the Registrar not more than 30 days after the applicable Change of Control Date at the addresses as shown on the Register of holders maintained by the Registrar, with a copy to the Trustee and the Paying Agent. The Change of Control Offer shall remain open until a specified date (the “Change of Control Offer Termination Date”) which is at least 20 Business Days from the date such Issuer Notice is mailed. During the period specified in such notice, holders of Notes of any series may elect to tender their Notes in whole or in part in integral multiples of $1,000. Payment shall be made by the Issuer in the manner elected by the Issuer pursuant to Section 4.06(b) in respect of Notes properly tendered pursuant to this Section on a specified Business Day (the “Change of Control Payment Date”) which shall be no earlier than 20 Business Days and no later than 35 Business Days after the date of the Issuer Notice. The notice, which shall govern the terms of the Change of Control Offer, shall include such disclosures as are required by law and shall state:

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