Change of Control Event Notice definition

Change of Control Event Notice has the meaning specified in Section 10.5(b).
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Change of Control Event Notice means the notice, substantially in the form of schedule 2 to the Loan Agreement, from the Borrower stating that a Change of Control Event has occurred; and
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Change of Control Event Notice has the meaning set forth in Section 2.6(d)(i) hereof.
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Examples of Change of Control Event Notice in a sentence

  • Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Event Notice (the “Response Date”), which specified date shall be not less than 30 days after the date of such Change of Control Event Notice.

  • Promptly upon a Change of Control Event having occurred, the Issuer shall give notice (a "Change of Control Event Notice") to the Noteholders in accordance with Condition 20 (Notices) specifying the nature of the Change of Control 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.

  • On or before the first day of the Change of Control Event Redemption Period, if the Issuer has not given notice under clause 4.2 electing to redeem the Notes, the Issuer must give notice of the Change of Control Event to the Trustee, the Holders and ASX (a Change of Control Event Notice).

  • If a Put Change of Control Event has occurred, then, on the Business Day immediately following the end of the Change of Control Period, the Issuer shall give notice (a Put Change of Control Event Notice) to the Noteholders in accordance with Condition 11 specifying the nature of the Put Change of Control Event and the procedure for exercising the Put Change of Control Option contained in this Condition 5(c).

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  • The Note Trustee must notify the Issuer in writing no later than 30 days after the date on which it receives the Change of Control Event Notice (the End Date) of the number of acceptances it has received.

  • Promptly upon the Issuer becoming aware that a Change of Control Event has occurred and in any event not later than the 10th day following the occurrence of a Change of Control Event, the Issuer shall give written notice (the Change of Control Event Notice) of such fact to the Note Trustee, the Principal Paying Agent and the A$ Registrar and to the Noteholders in accordance with Condition 15.

  • Further, the Issuer undertakes to give notice to the Noteholders in accordance with § 13 and to the Principal Paying Agent of the occurrence of the Change of Control Event (the "Change of Control Event Notice") without undue delay (unverzüglich).

  • Without the prior written consent of the Company, no holder of Series A Preferred Stock may Transfer any shares of Series A Preferred Stock prior to the date that is eighteen (18) months after the Issue Date, except in connection with the issuance of shares of Common Stock pursuant to Section 5 (upon an issuance of a Change of Control Event Notice).

  • Each holder of a Note hereunder will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Event Notice (the “Response Date”), which specified date shall be not less than 30 days after the date of such Change of Control Event Notice.


More Definitions of Change of Control Event Notice

Change of Control Event Notice means notice of a Change of Control Offer made pursuant to Section 3.6, which shall be given to each record Holder in accordance with Section 10.1 within thirty (30) days following the date upon which a Change of Control Event occurred, with a copy to the Trustee, which such notice shall govern the terms of the Change of Control Offer and shall state:
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Change of Control Event Notice has the meaning given in Condition 17(d)(Change of Control - Adjustment to the Conversion Price); “Closing Market Price” means, in respect of a Share on any particular Exchange Business Day, the closing market price of a Share published by the Relevant Exchange in respect of that Exchange Business Day; “Consideration per Share” has the meaning given in Condition 30 (Aggregate Consideration and Consideration per Share); “Conversion Date” has the meaning given in Condition 12(d) (Procedure for Conversion - Conversion Date); “Conversion Expenses” has the meaning given in Condition 12(b) (Procedure for Conversion - Conversion Expenses); “Conversion Notice” means a notice of conversion in the form (for the time being current) obtainable from the Specified Office of any Paying and Conversion Agent; “Conversion Period” has the meaning given in Condition 11(b) (Conversion - Conversion Period); “Conversion Price” has the meaning given in Condition 11(d) (Conversion - Conversion Price); “Conversion Right” means, in respect of any Note, the right of the holder (or, in the circumstances described in Condition 15 (Trustee’s Discretion to Convert Before Redemption), the Trustee) to convert the Note into Shares in accordance with these Conditions; “Current Market Price” means, in respect of a Share at a particular date, the arithmetic average of the Volume Weighted Average Price per Share for each of the 10 consecutive Exchange Business Days ending on the Exchange Business Day immediately preceding such date (the “Relevant Period”), provided that:
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Change of Control Event Notice has the meaning given in Condition 16(d) (Change of Control - Adjustment to the Conversion Price);
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Change of Control Event Notice. “ has the meaning given in Condition 16(d) (Change of Control - Adjustment to the Conversion Price);
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Related to Change of Control Event Notice

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • 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:

  • Control Event Defined. “Control Event” means:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change in Control Event means any of the following:

  • Change of Control means the occurrence of any of the following events:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.