Fundamental Change Purchase definition

Fundamental Change Purchase. Price” 5.1(a) “Holder Option Notice” 5.2(b) “Legal Holiday” 16.7 “Measurement Period” 7.1(a)(iii) “Nasdaq” 1.1 “Notice of Default” 11.1 “Option Purchase Date” 5.2(a) “Option Purchase Notice” 5.2(c) “Option Purchase Price” 5.2(a) “Paying Agent” 2.3 “Principal Return” 7.13 “Purchased Shares” 7.6(e) “Redemption Price” 3.1(a) “Register” 2.3 “Registrar” 2.3 “Remaining Conversion Obligation” 7.13(a) “Restricted Legend” 2.12(f) “Rule 144A Information” 9.2(b) “Settlement Notice Period” 7.13(a) “Stock Price” 7.1(a) “Subsidiary Guarantee” 8.1 “Underlying Shares” 7.6(b)
Sample 1
Fundamental Change Purchase. Price” 3.1(a) “Interest Payment Date” 2.1(d) “Make Whole Change of Control” 8.15(a) “Make Whole Change of Control Effective Date” 8.15(a) “Make Whole Change of Control Stock Price” 8.15(b) “Original Indenture” Recitals “Reference Property” 8.14 “Register” 2.3 “Registrar” 2.3 “Regular Record Date” 2.1(e) “Rights” 8.20 “Rights Agreement” 8.20 “Second Supplemental Indenture” Recitals “Third Supplemental Indenture” Recitals “Trustee” Recitals “Spin-Off” 8.8(b)
Sample 1
Fundamental Change Purchase. Price” 8.01(a) “Global Security Legend” 2.03(a) “Interest Make Whole Period” 9.06 “Make Whole Fundamental Change” 9.05(a) “Make Whole Fundamental Change Notice” 9.05(a) “Make Whole Premium” 9.05(a) “Paying Agent” 2.04 “Purchase Date” 8.02(a) “Purchase Notice” 8.02(a)(i) “Purchase Price” 8.02(a) “Redemption Price” 4.01(c) “Registrar” 2.04 “Regular Redemption Price” 4.01(c) “Settlement Date” 9.03(c) “Special Distribution Period” 2.01(g) “Special Redemption Period” 4.01(b) “Special Redemption Price” 4.01(b) “Spin-Off” 9.04(d) “Stock Price” 9.05(b) “Valuation Period” 9.04(d)
Sample 1

Examples of Fundamental Change Purchase in a sentence

  • The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

  • The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Purchase Price.

  • Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

  • Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes).

  • The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment.

  • Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price.

  • To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.05 exceeds the aggregate Fundamental Change Purchase Price of the Securities or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall promptly return any such excess to the Company.

  • Each Security will also bear the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer.

  • To the extent that the aggregate amount of money deposited by the Company pursuant to Section 3.06 exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall, upon demand of the Company, promptly return any such excess to the Company.

  • Upon receipt by the Paying Agent of a Fundamental Change Purchase Notice specified in Section 3.02, the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.04) thereafter be entitled to receive solely the Fundamental Change Purchase Price in cash with respect to such Security (and any previously accrued and unpaid interest on such Security).


More Definitions of Fundamental Change Purchase

Fundamental Change Purchase. Price” 3.1(a) “Interest Payment Date” 2.1(d) “Notice of Default” 5.1(a) “Make Whole Change of Control” 8.15(a) “Make Whole Change of Control Effective Date” 8.15(a) “Make Whole Change of Control Stock Price” 8.15(b) “Paying Agent” 7.3 “Reference Property” 8.14 “Register” 2.3 “Registrar” 2.3 “Regular Record Date” 2.1(e) “Rights” 8.20 “Rights Agreement” 8.20 “Spin-Off” 8.8(b)
Sample 1
Fundamental Change Purchase. Price” 5.1(a) “Holder Option Notice” 5.2(b) “Legal Holiday” 16.7 “Make-Whole Premium” 6.1(b) “Make-Whole Premium Table” 6.1(b) “Nasdaq” 1.1 “Notice of Default” 11.1 “Option Purchase Date” 5.2(a) “Option Purchase Price” 5.2(a) “Option Purchase Notice” 5.2(c) “Paying Agent” 2.3 “Purchased Shares” 7.6(e) “Purchaser Affiliate” 7.10 “QIB” or “QIBs” 2.1(b) “Redemption Price” 3.1(a) “Register” 2.3 Term Section “Restricted Legend” 2.12(f) “Rule 144A Information” 9.2(b) “Stock Price” 6.1(b) “Subsidiary Guarantee” 8.1 “Underlying Shares” 7.6(b)
Sample 1
Fundamental Change Purchase. Notice” 4.01(c) “Fundamental Change Purchase Price” 4.01(a) “IFRS” 7.02 “incur” 7.02 “Indebtedness” 7.02 “Initial Security” 2.02 “Interest Payment Date” 5.01(a) “Make Whole Adjustment Event” 5.02(a) “Make Whole Adjustment Event Period” 5.02(a) “Merger Event” 6.12 “offshore transaction” 2.04(c) “Reference Property” 6.12(a) “Record Date” 5.01(a) “Redemption Adjustment Event Period” 5.02 “Redemption Notice” 3.04 “Redemption Price” 3.01 “relevant jurisdiction” 7.01(a) “Shelf Registration Period” 6.15(a) “Shelf Registration Statement” 6.15(a) “Spin-Off” 6.06(c) “Stock Price” 5.02(a) “successor person” 8.01 “Termination of Trading” 4.01(a) “Total Debt” 7.02 “Unissued Shares” 4.01(a) “Valuation Period” 6.06(c) “Value Adjusted Equity” 7.02 “Value Adjusted Equity Ratio” 7.02 “Value Adjusted Total Assets” 7.02 “Weighted Average Consideration” 6.12(c)
Sample 1

Related to Fundamental Change Purchase

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

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

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

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

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

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

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

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

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

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

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

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

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • 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.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

  • 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 Date shall have the meaning specified in Section 10.1.

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

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Fundamental Transaction means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.