Permitted Change of Control means any Change of Control that does not constitute a Change of Control Triggering Event.
Permitted Change of Control means any transaction or series of related transactions that occurs prior to the date that is two years after the Closing Date that would otherwise constitute a Change of Control pursuant to the definition thereof (without giving effect to the exception for a Permitted Change of Control); provided that (i) subject to Section 1.10, the Borrower shall be in compliance, on a pro forma basis after giving effect to such transactions or series of related transactions (including any Indebtedness Incurred in connection therewith), with (x) a Consolidated First Lien Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to such date of determination, of not greater than 5.00:1.00 and (y) a Consolidated Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to such date of determination, of not greater than 5.95:1.00 and (ii) subject to Section 1.10, in connection with such Permitted Change of Control, affiliated or unaffiliated investors or co-investors, including any New Sponsor, shall invest an aggregate amount equal to, when combined with the Fair Market Value of any Capital Stock of any equity holders of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) and/or its Subsidiaries, including management of the Borrower and its Subsidiaries, who may be given the opportunity to roll over Capital Stock of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), rolled over or invested in connection with such Permitted Change of Control transaction, at least 25.0% of the sum of (x) the pro forma Consolidated Total Debt of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) and its Subsidiaries on the closing date of such Permitted Change of Control after giving effect thereto and (y) the equity capitalization of Holdings and its Subsidiaries on the closing date of such Permitted Change of Control after giving effect thereto.
Permitted Change of Control means any transaction or series of related transactions which otherwise may constitute a Change of Control in which a New Sponsor acquires, either directly or indirectly, through one or more holding companies, Beneficial Ownership of Equity Interests representing 50% or more of the aggregate ordinary voting power in Holdings or conveying the right to nominate a majority of the board of directors of Holdings (whether directly or indirectly through the right to direct the vote of such Equity Interests) and the following additional conditions are met:
Examples of Permitted Change of Control in a sentence
Permitted Change of Control means any transaction where the Existing Major Shareholder acting individually or in concert (personnes agissant de concert, as defined in Article L.
Palmanova Loan Financial CovenantsNo financial covenants will apply prior to the occurrence of a Permitted Change of Control with respect to the Palmanova Company.
No financial covenants will apply prior to the occurrence of a Permitted Change of Control with respect to the Franciacorta Company.
Second-Chance Drawing: Pennsylvania Lottery’s Powerball First Millionaire of the Year Second-Chance Drawing for qualifying terminal-based lottery game tickets (hereafter, the “Drawing”).
Required Amortisation On each Interest Payment Date which falls in the period on or aftercompletion of a Permitted Change of Control, the Franciacorta Borrower shall repay the Franciacorta Loan in instalments equal to0.25 per cent.
More Definitions of Permitted Change of Control
Permitted Change of Control means a Change of Control in which the party acquiring Capital Stock and/or assets of the Parent or its Subsidiaries, as the case may be, is not an Affiliate of the Parent or its Subsidiaries immediately prior thereto; provided, however, such Change of Control shall not constitute a Permitted Change of Control hereunder if (a) it shall have occurred in the context of a case (voluntary or involuntary) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect involving any such entity, or after the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of any respective property of such entity; or (b) it shall have occurred after or in connection with any assignment by such entity for the benefit of creditors; or (c) at the time of such transaction such entity shall be unable, or shall fail generally or shall have admitted in writing its inability, to pay its debts as such debts become due.
Permitted Change of Control is defined in Paragraph 21(k).
Permitted Change of Control means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert) comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), such loss of control by SoftBank will constitute a Change of Control Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);
Permitted Change of Control means a Change of Control of the Issuer and/or the Guarantor resulting from acquisition of control by one or more Permitted Holders.
Permitted Change of Control means a Change of Control in respect of which there is a Relevant Surviving Entity and either:
Permitted Change of Control means any transaction or series of transactions that would otherwise constitute a Change of Control, so long as:
Permitted Change of Control means a Change of Control (other than under clause (b) thereof) so long as, after giving effect thereto, the Borrower remains obligated for the Obligations hereunder, the Subsidiary Guarantors remain obligated for the Guaranteed Obligations as such term is defined under the Subsidiary Guaranty and all such obligations remain secured by the Collateral pursuant to the Collateral Documents, in each case to the same extent as was the case immediately prior to such Change of Control.