Change of Control Premium definition

Change of Control Premium means (i) 125% or (ii) 120% in the event of a Change of Control involving consideration paid to holders of the Company’s Common Stock where the consideration per share of the Company’s Common Stock to be received by the holders thereof is greater (as to amounts other than cash, as determined reasonably and in good faith by the Board of Directors of the Company) than 200% of the Conversion Price as of the Amendment Date (as adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations, reclassifications and similar events).

Change of Control Premium means (i) until the 12-month anniversary of the Issuance Date, 120%, (ii) from and after the 12-month anniversary of the Issuance Date until the 24-month anniversary of the Issuance Date, 115%, (iii) from and after the 24-month anniversary of the Issuance Date until the 30-month anniversary of the Issuance Date, 110%, and (iv) after the 30-month anniversary of the Issuance Date, 105%.

Change of Control Premium means 1%.

Examples of Change of Control Premium in a sentence

• Payments of principal of, interest on and any Make-Whole Amount, Modified Make-Whole Amount, Change of Control Premium and Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal offices of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

• The portion of the Principal of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to (i) the product of (x) the Conversion Amount being redeemed and (y) the Change of Control Premium, plus (ii) accrued and unpaid Interest and Late Charges, if any, on the portion of the Principal to be redeemed, to, but not including, the date of redemption (the “Change of Control Redemption Price”).

• If the Lease Indenture Trustee accelerates the Notes pursuant to this Section 4.3(a) as a result of the occurrence of a Lease Indenture Event of Default caused by a Lease Event of Default described under Section 16(j) of the Facility Lease, the Change of Control Premium shall also be payable.

• All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control Premium.

• The obligation of Borrower in Section 2.5(d) to pay the Change of Control Premium shall survive termination of this Agreement and payment in full of Obligations; provided that such obligation shall expire on that date which is the earlier of (i) seven (7) years following the Effective Date, or (ii) Borrower’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended.

More Definitions of Change of Control Premium

Change of Control Premium means an amount equal to 1% of the principal amount of the Notes prepaid as a result of a Change of Control.

Change of Control Premium means, (i) until the third anniversary of the Issuance Date, 120%, (ii) commencing on the third anniversary of the Issuance Date until the fourth anniversary of the Issuance Date, 115%, and (iii) commencing on the fourth anniversary of the Issuance Date, 110%.

Change of Control Premium means (i) 120% from the Issuance Date through the first anniversary of the Issuance Date, (ii) 115% after the first anniversary of the Issuance Date through the second anniversary of the Issuance Date and (iii) 110% thereafter.

Change of Control Premium means 115%.

Change of Control Premium means (i) in the first 18 months following the Issuance Date, 120%, (ii) in the period starting 18 months from the Issuance Date and ending 42 months from the Issuance Date, 115%; and (iii) thereafter, 110%.

Change of Control Premium means, with respect to a particular Change of Control, (as applicable) 6%.

Change of Control Premium is a payment (in addition to and not a substitution for any other fees payable under any Loan Document) payable from Borrower to the Lenders, which shall be due without offset upon the closing of an Acquisition, equal to (A) (i) if the closing of such Acquisition shall occur after the Effective Date but prior to the first anniversary of the Effective Date, Two Hundred Eighty-Seven Thousand Five Hundred Dollars ($287,500), (ii) if the closing of such Acquisition shall occur on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, Five Hundred Seventy-Five Thousand Dollars ($575,000), (iii) if the closing of such Acquisition shall occur on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date, Eight Hundred Sixty-Two Thousand Five Hundred Dollars ($862,500), or (iv) if the closing of such Acquisition shall occur on or after the third anniversary of the Effective Date but prior to the seventh anniversary of the Effective Date, One Million One Hundred Fifty Thousand Dollars ($1,150,000), minus (B) the Premium Reduction Amount. As used solely in this definitions of “Change of Control Premium” and “Premium Reduction Amount”, the term “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of Borrower (ii) any merger or consolidation of Borrower into or with another person or entity (other than a merger or consolidation effected exclusively to change the Borrower’s domicile), or any other corporate reorganization, in which the stockholders of Borrower in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Borrower’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Borrower stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not Borrower); or (iii) any sale or other transfer by the stockholders of Borrower of shares representing at least a majority of Borrower’s then-total outstanding combined voting power. Notwithstanding the foregoing, the term “Acquisition” shall exclude (a) Borrower’s initial, under...