Company Change of Control Payment definition

Company Change of Control Payment means (a) any success, change of control, retention, transaction bonus or other similar payment or amount to any Person as a result of or in connection with this Agreement or the transactions contemplated hereby or any other Change of Control Transaction (including any such payments or similar amounts that may become due and payable based upon the occurrence of one or more additional circumstances, matters or events) or (b) any payments made or required to be made pursuant to or in connection with or upon termination of, and any fees, expenses or other payments owing or that will become owing in respect of, any Company Related Party Transaction (in the case of each of clause (a) and (b), regardless of whether paid or payable prior to, at or after the Closing or in connection with or otherwise related to this Agreement or any Ancillary Document).

Examples of Company Change of Control Payment in a sentence

Receipt of such Security by the Company prior to, on or after the Company Change of Control Payment Date shall be a condition to the receipt by the Holder of the Company Change of Control Purchase Price therefor.

Any purchase of Securities contemplated pursuant to this paragraph 4(b) shall be consummated by the delivery of the Company Change of Control Purchase Price to be received by the Holder one Business Day following the later of (x) the Company Change of Control Payment Date and (y) the date such Securities are surrendered to the Company.

Upon a Change of Control of the Company, the Company shall be obligated to make an offer to purchase all outstanding Securities (the "Company Change of Control Offer") at a purchase price per $1,000 Principal Amount (the "Company Change of Control Purchase Price") equal to the sum of (x) the Issue Price plus (y) accrued Original Issue Discount to the Company Change of Control Payment Date.

If, prior to the Company Change of Control Payment Date, the Securities have been converted to a semiannual coupon note following the occurrence of a Tax Event, the Company Change of Control Purchase Price will be equal to the Restated Principal Amount plus interest accrued and unpaid from, and including, the date of such conversion to, but excluding, the Company Change of Control Payment Date.

If, prior to the Company Change of Control Payment Date, the Securities have been converted to a semiannual coupon note following the occurrence of a Tax Event, the Company Change of Control Purchase Price will be equal to the Restated Principal Amount PLUS interest accrued and unpaid from, and including, the date of such conversion to, but excluding, the Company Change of Control Payment Date.