Change of Control Offer Price definition

Change of Control Offer Price shall have the meaning specified in Section 11.1.
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Change of Control Offer Price has the meaning given to such term in Section 5.11.
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Change of Control Offer Price is defined in Section 3.6.
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Examples of Change of Control Offer Price in a sentence

  • On a Change of Control Payment Date, the Issuer shall (i) accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer and (ii) promptly thereafter mail or deliver to each Holder of Notes accepted for repurchase payment in the amount equal to the aggregate Change of Control Offer Price for such Notes, and the Issuer shall execute and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered.

  • The Company shall not be required to make a Change of Control Offer, as provided above, if, in connection with any Change of Control, it had made an offer to purchase (an "Alternate Offer") any and all Securities validly tendered at a cash price equal to or higher than the Change of Control Offer Price and has purchased all Securities properly tendered in accordance with the terms of such Alternate Offer.

  • On a Change of Control Payment Date, the Company shall (1) accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer and (ii) promptly thereafter mail or deliver to each Holder of Notes accepted for repurchase payment in the amount equal to the aggregate Change of Control Offer Price for such Notes, and the Company shall execute and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered.

  • The ---------------------------------------------- failure to make a payment on account of principal of, premium, if any, or interest (including Contingent Payments) on, the Securities, the Change of Control Offer Price in respect of the Securities, by reason by any provision in this Article XIII shall not be construed as preventing the occurrence of an Event of Default under Section 7.1 hereof.

  • Upon the occurrence of a Change of Control, the Company shall first repay all Obligations under the Existing Credit Facility in full in cash and shall second make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all of such Holder’s Notes at an offer price in cash equal to the Change of Control Offer Price (the “Change of Control Payment”).

  • On a Change of Control Payment Date, DEC shall (i) accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer and (ii) promptly thereafter mail or deliver to each Holder of Notes accepted for repurchase payment in the amount equal to the aggregate Change of Control Offer Price for such Notes, and DEC shall execute and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered.

  • The failure to make a payment on account of principal of, premium, if any, or interest (including Contingent Payments) on, the Securities, the Change of Control Offer Price in respect of the Securities, by reason by any provision in this Article XIII shall not be construed as preventing the occurrence of an Event of Default under Section 7.1 hereof.

  • On a Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer and (ii) promptly thereafter mail or deliver to each Holder of Notes accepted for repurchase payment in the amount equal to the aggregate Change of Control Offer Price for such Notes, and the Company shall execute and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Notes surrendered.


More Definitions of Change of Control Offer Price

Change of Control Offer Price has the meaning set forth in Section 5.1. “Common Shares” means the common shares in the capital of the Payor.
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Change of Control Offer Price has the meaning set forth in Section 4.3(c).
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Change of Control Offer Price shall have the meaning provided in SECTION 5.11(a).
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Change of Control Offer Price means the purchase prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest from the Issue Date to but excluding the applicable purchase date and other amounts due thereon, if the purchase date occurs during the period set forth below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: If the purchase date occurs during the period below: Percentage On or after the Issue Date to and including February 28, 2014 100.000 % On or after March 1, 2014 to and including December 31, 2014 104.000 % On or after January 1, 2015 108.000 %
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Change of Control Offer Price has the meaning provided in Condition 8.7.
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Change of Control Offer Price. 4.08(a) “Change of Control Payment Date” 4.08(a) “Co-Registrar” 2.03 “Covenant Defeasance” 8.03 “Event of Default” 6.01 “Excess Proceeds” 4.14(b) “Global Note” 2.01 “Legal Defeasance” 8.02 “New York Office” 2.03 “Non-Global Purchasers” 2.01 “Offer Amount” 3.09 “Offer Period” 3.09 “Paying Agent” 2.03 “Payment Blockage Notice” 10.03 “Purchase Date” 3.09 “Purchase Offer” 3.01 (b) “Redemption Determination Date” 3.07(a) “Redemption Failure” 4.25(a) “Redemption Failure Offer Price” 4.25(a) “Redemption Failure Payment Date” 4.25(a) “Registrar” 2.03 “Regulation S” 2.06(a)(ii)(B) “Restricted Payment” 4.05 “Trustee Office” 2.03
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Related to Change of Control Offer Price

  • Change of Control Offer has the meaning provided in Section 4.15.

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

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Offer to Purchase means a written offer (the "Offer") sent by the Company by first class mail, postage prepaid, to each Holder at his address appearing in the Security Register on the date of the Offer offering to purchase up to the principal amount of Securities specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of such Offer and a settlement date (the "Purchase Date") for purchase of Securities within five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase (which at a minimum will include (i) the most recent annual and quarterly financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the documents required to be filed with the Trustee pursuant to this Indenture (which requirements may be satisfied by delivery of such documents together with the Offer), (ii) a description of material developments in the Company's business subsequent to the date of the latest of such financial statements referred to in clause (i) (including a description of the events requiring the Company to make the Offer to Purchase), (iii) if applicable, appropriate pro forma financial information concerning the Offer to Purchase and the events requiring the Company to make the Offer to Purchase and (iv) any other information required by applicable law to be included therein). The Offer shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Offer to Purchase. The Offer shall also state:

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

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

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Offer Price has the meaning set forth in the Recitals.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

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

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

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

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

  • Net Proceeds Offer Payment Date has the meaning set forth in Section 4.16.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

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

  • Change of Control Payment Date has the meaning provided in Section 4.15.

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

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day. Final RTO Unforced Capacity Obligation:

  • 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 Notes and the Securities issued together with the Notes), (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.