Change of Control Repurchase Offer definition

Change of Control Repurchase Offer shall have the meaning set forth in Section 5.4.
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Change of Control Repurchase Offer shall have the meaning set forth in Section 7(a).
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Examples of Change of Control Repurchase Offer in a sentence

  • Notwithstanding anything else herein, to the extent they are applicable to any Change of Control Repurchase Offer, the Corporation will comply with any federal and state securities laws, rules and regulations and all time periods and requirements shall be adjusted accordingly.

  • The obligation of the Company to repurchase Notes pursuant to the Change of Control Repurchase Offer is subject to the subordination provisions of Section 8 hereof.

  • The Change of Control Notice shall state a date not later than five (5) Business Days following the Change of Control Date for repurchase of the Notes pursuant to the Change of Control Repurchase Offer (such date, the "Change of Control Repurchase Date").

  • The Company will notify the Holders of the results of the Change of Control Repurchase Offer on the Change of Control Repurchase Date.

  • Federal standards: The proposed amendment would not conflict with federal standards for public assistance.

  • The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Repurchase Offer.

  • Notice of a Change of Control Repurchase Offer shall be mailed by Company to the Holders of the Notes at their last registered addresses with copies to Collateral Agent.

  • On the Change of Control Repurchase Date, the Corporation, to the extent lawful, shall accept for payment Series G Equity Shares or portions thereof tendered by such holder pursuant to the Change of Control Repurchase Offer and promptly by wire transfer of immediately available funds to such holder, as directed by such holder, send an amount equal to the Change of Control Repurchase Payment in respect of all Series G Equity Shares or portions thereof so tendered.

  • Bidders interested in providing an alternative financial proposal should submit their recommended option and describe in detail how the program would function (e.g. proposing a new schedule, innovative elements and activities… etc.).

  • Marriott is considering strategies to address Starwood's outstanding public debt, including any Notes that remain outstanding following the Change of Control Repurchase Offer, following the consummation of the Starwood Acquisition and intends to take the steps necessary to cause Starwood's outstanding public debt to be pari passu with the outstanding public debt of Marriott.

Related to Change of Control Repurchase Offer

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • 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:

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Repurchase Offer has the meaning set forth in Section 3.04.

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

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

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Change of Control Redemption Premium means 125%.

  • 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 Purchase Price shall have the meaning specified in Section 10.1.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • 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.

  • 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.

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

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

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

  • Repurchase Date has the meaning specified in Section 14.1.