Significant Reference Company definition

Significant Reference Company means a Reference Company (including HSNi) whose Reference Shares comprise 30% or more of the Exchange Value of the Debentures as of the Effective Date of a Make-Whole Fundamental Change. For purposes of the foregoing, (1) Exchange Value means the sum of the Reference Company Values for each Reference Company and (2) “Reference Company Value” means, for each Reference Company, the number of Reference Shares of such Reference Company attributable to a Debenture multiplied by the average of the Closing Prices of the Reference Shares of such Reference Company over the ten Trading Day period ending on, and including, the Trading Day immediately preceding the effective date of the transaction in question which would constitute a Make-Whole Fundamental Change with respect to a Significant Reference Company.

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Significant Reference Company means a Reference Company (i) whose Reference Shares comprise 30% or more of the Exchange Value of the Debentures and (ii) of which the Company or any of its controlled affiliates are the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Equity representing more than 20% of the voting power of such Significant Reference Company’s Common Equity, in each case immediately prior (x) in the case of a Make-Whole Fundamental Change, or a Make-Whole Redemption in which the Notice of Redemption is given on or after the Effective Date of the Fundamental Change or Make-Whole Fundamental Change, the Effective Date of the Fundamental Change or Make-Whole Fundamental Change, as the case may be, and (y) in the case of a Make-Whole Redemption in which the Notice Of Redemption is given to the Holders before the Effective Date of the Fundamental Change Or Make-Whole Fundamental Change, the date on which the Company delivers such Notice of Redemption to the Holders. For the purposes of the foregoing, (i) “Exchange Value” means the sum of the Reference Company Values of each Reference Company and (ii) “Reference Company Value” means, for each Reference Company, the number of Reference Shares of such Reference Company attributable to a Debenture multiplied by the Current Market Price of such Reference Shares over the 10 Trading Day valuation period ending on, and including, the Trading Day immediately preceding (A) in the case of a Make-Whole Fundamental Change, or a Make-Whole Redemption in which the Notice of Redemption is given on or after the Effective Date of the Fundamental Change or Make-Whole Fundamental Change, the Effective Date of the Fundamental Change or Make-Whole Fundamental Change, as the case may be, and (B) in the case of a Make-Whole Redemption in which the Notice Of Redemption is given to the Holders before the Effective Date of the Fundamental Change Or Make-Whole Fundamental Change, the date on which the Company delivers such Notice of Redemption to the Holders. For these purposes, the Current Market Price for the Reference Shares shall be determined in accordance with Section 11.04. If the Reference Shares attributable to a Debenture as of the date of determination are composed of or include Reference Shares of different classes or series of the same Reference Company, then the Reference Company Value for such Reference Company will be sum of the Reference Company Values determined for each differe...

Significant Reference Company means a Reference Company (i) whose Reference Shares comprise 30% or more of the Exchange Value of the Debentures and (ii) other than in the case of a Permitted Transfer, of which the Company or any of its controlled affiliates are the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Equity representing more than 20% of the voting power of such Significant Reference Company’s Common Equity, in each case immediately prior to (x) in the case of a Make-Whole Fundamental Change or a Make-Whole Redemption in which the Notice of Redemption is given on or after the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, as the case may be, (y) in the case of a Make-Whole Transfer to a Non-Live QSE, the Effective Date of the Permitted Transfer and (z) in the case of a Make-Whole Redemption in which the Notice Of Redemption is given to the Holders before the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, the date on which the Company delivers such Notice of Redemption to the Holders. For the purposes of the foregoing, (i) “Exchange Value” means the sum of the Reference Company Values of each Reference Company and (ii) “Reference Company Value” means, for each Reference Company, the number of Reference Shares of such Reference Company attributable to a Debenture multiplied by the Current Market Price of such Reference Shares over the 10 Trading Day valuation period ending on, and including, the Trading Day immediately preceding (A) in the case of a Make-Whole Fundamental Change or a Make-Whole Redemption in which the Notice of Redemption is given on or after the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, as the case may be, (B) in the case of a Make-Whole Transfer, the Effective Date of the Permitted Transfer to a Non-Live QSE and (C) in the case of a Make-Whole Redemption in which the Notice Of Redemption is given to the Holders before the Effective Date of the Fundamental Change, Make-Whole Fundamental Change or Change in Control of the Company, the date on which the Company delivers such Notice of Redemptio...

Examples of Significant Reference Company in a sentence

If the Reference Shares attributable to the Debentures are composed of the Reference Shares of more than one Significant Reference Company, then the Stock Price will be the sum of the Stock Prices of each Significant Reference Company calculated in accordance with the foregoing.
In connection with any exchange of Debentures in connection with a Make-Whole Redemption, no change will be made to any Reference Shares attributable to a Debenture of any Reference Company other than the Significant Reference Company as to which the Fundamental Change or Make-Whole Fundamental Change relates.
Upon an exchange of Debentures in connection with a Make-Whole Fundamental Change, the Company shall deliver the consideration due upon such exchange based on (i) the number of Reference Shares attributable to such Debenture before giving effect to the provisions of this Section 11.13, plus (ii) an additional number of Reference Shares of the Significant Reference Company to which the Make-Whole Fundamental Change relates in an amount equal to the Reference Share Adjustment as set forth in Section 11.15.
For purposes of this Section 11.14, the “Effective Date” will be the date on which the Make-Whole Transfer occurs or becomes effective and the “Stock Price” will be the Current Market Price (determined in the manner set forth in Section 11.04) for one Reference Share of the applicable Significant Reference Company over the 10 Scheduled Trading Day valuation period ending on, and including, the Trading Day immediately preceding the Effective Date.
Upon an exchange of Debentures in connection with a Make-Whole Transfer, the Company shall deliver the consideration due upon such exchange based on (i) the number of Reference Shares attributable to such Debenture before giving effect to the provisions of this Section 11.14, plus (ii) an additional number of Reference Shares of the Significant Reference Company to which the Make-Whole Transfer relates in an amount equal to the Reference Share Adjustment as set forth in Section 11.15.
The Make-Whole Redemption Date shall occur by no later than the 40th Scheduled Trading Day after consummation of the Fundamental Change, Make-Whole Fundamental Change, transfer to a Significant Reference Company of all of the Company’s Reference Shares in such Significant Reference Company or Change in Control of the Company.
The Company shall promptly as reasonably practicable notify Holders of Debentures of the Effective Date of any Fundamental Change or Make-Whole Fundamental Change relating to a Significant Reference Company.
In connection with any exchange of Debentures in connection with a Make-Whole Fundamental Change, no change will be made to any Reference Shares attributable to a Debenture of any Reference Company other than the Significant Reference Company which is the subject of the Make-Whole Fundamental Change.
If, on or prior to September 30, 2032, (i) the Company effects a Permitted Transfer to a Non-Live QSE, (ii) the Company does not provide a Qualifying Guarantee and (iii) the Non-Live QSE does not satisfy the Market Capitalization Condition (such Permitted Transfer, a “Make-Whole Transfer”), the Company shall pay a premium by increasing the number of Reference Shares of each Significant Reference Company attributable to a Debenture for Debentures surrendered for exchange as described in this Section 11.14.

More Definitions of Significant Reference Company

Significant Reference Company means a Reference Company (i) whose Reference Shares comprise more than 50% of the Exchange Value of the Debentures and (ii) of which the Company or any of its controlled affiliates are the direct or indirect ultimate “beneficial owner,” as defined in Rule