Put Event means the occurrence of any of the following:
Early Preference Share Redemption Event means the event that occurs if:
Fundamental Change Purchase Date has the meaning specified in Section 3.02(a) hereof.
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Control Transaction means any of the following transactions or any combination thereof:
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.
Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.
Exchange Period shall have the meaning set forth in Section 2(a) hereof.
Exchange Event means with respect to any Global Registered Receipt:
Fundamental Change Purchase Price has the meaning specified in Section 3.02(a) hereof.
Adjustment Event means each of the following events:
Change of Control Put Date shall have the meaning specified in Section 11.1.
Fundamental Change Purchase Notice shall have the meaning specified in Section 15.02(b)(i).
Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.
Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.
Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:
Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Change of Control Purchase Date shall have the meaning specified in Section 10.1.
Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.
Replacement Event shall have the meaning specified in Section 11.16.
Private event means a social gathering or event attended
Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).
Change of Control Purchase Price shall have the meaning specified in Section 10.1.