Public Acquirer Change of Control definition

Public Acquirer Change of Control means an event constituting a corporate transaction that would otherwise obligate the Company to increase the Conversion Rate as described in Section 15.01(d) and the acquirer, the Person formed by or surviving the merger or consolidation or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of such Person’s or Acquirer’s Voting Stock, has a class of common stock traded on a national securities exchange or quoted on a U.S. national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System or which will be so traded or quoted when issued or exchanged in connection with such corporate transaction (the “Public Acquirer Common Stock”); provided, that, if, there is more than one of such entity, the relevant entity shall be such entity with the most direct beneficial ownership to such acquirer’s or Person’s capital stock. Upon a Public Acquirer Change of Control, if the Company so elects, the holders may convert their Debentures (subject to the satisfaction of the conditions to conversion set forth in Section 15.01(a)) at the adjusted Conversion Rate described above, but shall not be entitled to the increased Conversion Rate described in Section 15.01(d). The Company shall notify the holders of its election in its notice to the holders pursuant to Section 15.01(b)(ii) above. The holders may convert their Debentures upon a Public Acquirer Change of Control during the period specified in Section 15.01(b)(ii). In addition, the holders can also, subject to certain conditions, require the Company to repurchase all or a portion of their Debentures as described in Section 3.05.
Public Acquirer Change of Control means a Non-Stock Change of Control in which the acquirer has a class of common stock (or depositary receipts or shares in respect thereof) traded on a U.S. national securities exchange or that shall be so traded or quoted when issued or exchanged in connection with such Non-Stock Change of Control (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock (or depositary receipts or shares in respect thereof) satisfying the foregoing requirement, it shall be deemed to have Public Acquirer Common Stock (or depositary receipts or shares in respect thereof) if a corporation that directly or indirectly owns at least a majority of the acquirer has a class of common stock (or depositary receipts or shares in respect thereof) satisfying the foregoing requirement, provided that such majority-owning corporation fully and unconditionally guarantees the Debentures, in which case all references to Public Acquirer Common Stock shall refer to such class of common stock. Majority owned for these purposes means havingbeneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of the respective entity’s capital stock that are entitled to vote generally in the election of directors.
Public Acquirer Change of Control means a Fundamental Change of the type set forth in clause (2) in the definition thereof (after giving effect to the proviso to the definition) in which the acquirer has a class of common stock traded on any U.S. national securities exchange or which will be so traded when issued or exchanged in connection with such Fundamental Change (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it shall be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly is the Majority Owner of the acquirer has a class of common stock satisfying the foregoing requirement; in such case, all references to Public Acquirer Common Stock shall refer to such class of common stock.

Examples of Public Acquirer Change of Control in a sentence

  • The Corporation is required to notify Holders of its election in writing of such transaction, which notice shall be made five Business Days prior to the effective date of such Public Acquirer Change of Control.

  • After the adjustment of the applicable Conversion Rate in connection with a Public Acquirer Change of Control, the applicable Conversion Rate will be subject to further similar adjustments in the event that any of the events described in this Section 7(f) occur thereafter.


More Definitions of Public Acquirer Change of Control

Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.
Public Acquirer Change of Control means any event constituting a Change of Control that would otherwise obligate us to increase the conversion rate as described above and the acquirer, the person formed by or surviving the merger or consolidation or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of such acquirer’s or person’s capital stock that are entitled to vote generally in the election of directors has a class of common stock traded on a U.S. national securities exchange or quoted in the National Association of Securities Dealers Automated Quotation System or which will be so traded or quoted when issued or exchanged in connection with such Change of Control; provided that if there is more than one of such entity, the relevant entity will be such entity with the most direct beneficial ownership to such acquirer’s or person’s capital stock. We refer to such acquirer’s, person’s or other entity’s class of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such transaction as the “public acquirer common stock.”
Public Acquirer Change of Control means a Cash Acquisition in which the Person acquiring a majority of the Company’s Common Stock or the Person formed by or surviving such Cash Acquisition, or any entity that is a direct or indirectbeneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of such Person’s capital stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock traded on the New York Stock Exchange or quoted on the Nasdaq Global Select Market or Nasdaq Global Market (such class of common stock, the “ACQUIRER COMMON STOCK”).
Public Acquirer Change of Control means any event described in Section 7(f)(vi) hereof that would otherwise obligate the Corporation to increase the Conversion Rate as described in Section 7(f)(vi) hereof and the acquirer (or any entity of which the acquirer is a directly or indirectly wholly-owned Subsidiary and such entity provides a guarantee to the Preferred Stock) has a class of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such event (the ‘‘Public Acquirer Common Stock’’).
Public Acquirer Change of Control means any transaction described under clause (3) of the definition of Change of Control and the acquirer (or any entity that is a directly or indirectly wholly-owned Subsidiary of the acquirer or of which the acquirer is a directly or indirectly wholly-owned Subsidiary) has a class of common stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Change of Control (the “Public Acquirer Common Stock”). If the Company elects to adjust the Conversion Rate and the related Conversion Obligation as described in this Section 11.01(c), the Company, or the acquiring or surviving Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for such adjustment to the Conversion Rate and the Conversion Obligation. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 11. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Debentures, at its address appearing on the Security register provided for in Section 2.03 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The Company shall also notify Holders of its election in its notice to holders pursuant to Section 11.01(b) above.
Public Acquirer Change of Control means any event constituting a Change of Control that would otherwise obligate the Company to increase the Conversion Rate as described in Section 3.05(a) and the acquirer (or any entity that is a directly or indirectly wholly-owned Subsidiary of the acquirer or of which the acquirer is a directly or indirectly wholly-owned Subsidiary) has a class of common stock traded on a national securities exchange or quoted on
Public Acquirer Change of Control means a Change of Control in which the acquirer or the parent of such acquirer (the “Public Acquirer”) has a class of common stock traded on an Eligible Market which will be so traded when issued or exchanged in connection with such Change of Control.