Change of Control Redemption Notice definition

Change of Control Redemption Notice shall have the meaning set forth in Section 7.4;

Change of Control Redemption Notice to the Corporation, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to require the Corporation to redeem. The portion of this Note subject to redemption pursuant to this Section 3(f)(iv) shall be redeemed by the Corporation at a price equal to 120% of the greater of (i) the product of (x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock, or in the absence of a Closing Sale Price, the Closing Bid Price, on the Trading Day immediately preceding consummation of such Change of Control by (B) the Conversion Price and (ii) the Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 3(f)(iv) shall be made in accordance with the provisions of Section 6 and, to the extent permitted by applicable Law, shall have priority to payments by the Corporation or the Acquiring Entity, as applicable, to the shareholders of the Corporation in connection with a Change of Control. Notwithstanding anything to the contrary in this Section 3, until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 3(f)(iv) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.

Change of Control Redemption Notice has the meaning set forth in Section 3(f)(iv) of this Note.

Examples of Change of Control Redemption Notice in a sentence

• If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise.

• If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to the Holder concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise.

• Pre-planning is seen to encompass at least the following overarching tasks: 1.

• In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice.

• The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”).

More Definitions of Change of Control Redemption Notice

Change of Control Redemption Notice means a Holder Change of Control Redemption Notice or Company Change of Control Redemption Notice, as applicable.

Change of Control Redemption Notice has the meaning specified in Section 5.2.

Change of Control Redemption Notice with respect to a Change of Control Redemption Right Event, shall mean the Company’s notice to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) specifying whether the Company elects to make, or irrevocably elects not to make, a Change of Control Redemption in connection with such Change of Control Redemption Right Event. If the Company elects to make a Change of Control Redemption in connection with such Change of Control Redemption Right Event, such notice shall also state the Change of Control Redemption Price.

Change of Control Redemption Notice shall have the meaning specified in Section 13.03(a).

Change of Control Redemption Notice shall have the meaning specified in Section 13.03(a). “Change of Control Redemption Price” shall have the meaning specified in Section 13.02. “Change of Control Repurchase Date” shall have the meaning specified in Section 15.03(a). “Change of Control Repurchase Expiration Time” shall have the meaning specified in Section 15.07(a) (i). “Change of Control Repurchase Notice” shall have the meaning specified in Section 15.07(a) (i). “Change of Control Repurchase Price” shall have the meaning specified in Section 15.03(a). “Clause A Distribution” shall have the meaning specified in Section 14.05(c). “Clause B Distribution” shall have the meaning specified in Section 14.05(c). “Clause C Distribution” shall have the meaning specified in Section 14.05(c). “close of business” means 5:00 p.m. (New York City time). “Code” means Title 26 of the United States Code entitled “Internal Revenue Code,” as now and hereafter in effect, or any successor statute. “Collateral” has the meaning ascribed to such term in the Security Documents. “Collateral Agent” has the meaning ascribed to such term in the first paragraph of this Agreement. “Combination Transaction” means with respect to a Person any consolidation or merger of such Person with or into any other corporation or other entity or person (including any acquisition, purchase or similar transaction of or involving such Person by another Person), or any other reorganization, in each case, excluding any transaction effected solely for the purpose of reincorporating into another jurisdiction. “Commission” means the U.S. Securities and Exchange Commission. “Common Equity” of any Person means Capital Stock of such Person that is generally entitled to vote in the election of members of the Board of Directors of such Person.

Change of Control Redemption Notice shall state: (i) the Change of Control Redemption Date, (ii) the Change of Control Redemption Price and (iii) the place where any shares of Preferred Stock in certificated form are to be redeemed and shall be presented and surrendered for payment of the applicable Redemption Price therefor. The Redeeming Party shall give the Change of Control Redemption Notice in advance of a Change of Control if a definitive agreement is in place for the Change of Control at the time of giving the Change of Control Redemption Notice.

Change of Control Redemption Notice to the Company, which Change of Control Redemption Notice shall indicate the amount of outstanding principal (plus all accrued and unpaid interest) under the Note that the Holder is electing to redeem and/or convert (up to the Maximum Change of Control Conversion Amount with respect to any conversion), as the case may be. The portion of this Note subject to redemption/conversion pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the principal amount and accrued and unpaid interest thereon and on the interest related thereto (i) in cash, or (ii) at the election of the Holder, subject to the conversion provisions herein, in Common Stock in accordance with Section 5, provided that the amount to be converted under this clause (ii) shall not exceed the Maximum Change of Control Conversion Amount (“