Chance of Control. (a) If a Change of Control shall occur at any time, then each holder of Securities shall have the right to require that the Company purchase such holder's Securities in whole or in part in any integral multiple of $1,000, for a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount of such Securities, plus accrued and unpaid interest, if any, on such Securities to the date of purchase (the "Change of Control Purchase Date"), pursuant to an offer (the "Change of Control Offer"), made in conformity with the procedures set forth in Sections 3.15(b), (c) and (d).
(b) Within 15 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Securities by first-class mail, postage prepaid, at his address appearing in the security register, stating:
(i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Securities, in whole or in part, at the Change of Control Purchase Price;
(ii) the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act;
(iii) that any Security not tendered for purchase will continue to accrue interest;
(iv) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(v) the procedures that a Holder must follow to accept a Change of Control Offer or to withdraw such acceptance.
(c) Holders electing to have Securities purchased will be required to surrender such Securities, together with the execution form provided for on Exhibit G duly executed, to the Company at the address specified in the notice at least 10 Business Days prior to the Change of Control Purchase Date. Holders will be entitled to withdraw their election if the Company receives, not later than three Business Days prior to the Change of Control Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities delivered for purchase by the Holder as to which his election is to be withdrawn and a statement that such Holder is wi...
Chance of Control. For purposes of this Agreement, a "Change of Control, shall mean the first to occur of the following:
(a) The acquisition by any individual, entity or "group" (within the meaning of Section 13(d)(3) or 1 4(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 1 3d-3 promulgated under the Exchange Act) of thirty-three percent (33%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions of common stock shall not constitute a Change of Control: (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege or by one person or a group of persons acting in concert), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation which would not be a Change of Control under subsection (c) of this Section 2; or
(b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened "election contest" or other actual or threatened "solicitation" (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) of proxies or consents by or on behalf of a person other than the Incumbent Board; or
(c) Approval by the shareholders of the Company of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, (i) more than two-thirds (2/3) of, respectively, the then outstand...
Chance of Control. TCFC may terminate this Agreement, at its sole option, in the event that there is any material change (of more than 50%) of the current equity ownership interest in a Company, except for, and to the extent that, any such change derives from any corporate merger, consolidation, spin-off and/or any other change in the equity ownership interest of any of the Companies and as a result of the same, any "affiliated entities" of any of the Companies result to be the new equity owners thereof. For purposes of this paragraph the term "affiliated entities" shall mean any legal entities which are, at such time, controlling or controlled by Vitro Envases Norteamerica, SA de C.V.
Chance of Control. Upon a Change of Control, all Options shall ----------------- become exercisable.
Chance of Control. The holders of the capital ownership of the Borrower as of the date hereof cease to own and control, directly and indirectly, at least 50% of the capital ownership of the Borrower.
Chance of Control. (a) For the purposes of this Agreement, a "Change of Control" shall mean:
Chance of Control. Suffer or permit any Change of Control without ----------------- first having given prior written notice to Lender.
Chance of Control. The Company shall experience a Change of Control. For purposes of this Section 6.1(k), a "Change of Control" shall occur if during any twelve-month period (i) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13D-3 promulgated by the Securities and Exchange Commission under said Act) of 50% or more in voting power of the voting shares of the Company that were outstanding as of the date of this Agreement and (ii) a majority of the board of directors of the Company shall cease for any reason to consist of individuals who as of a date twelve months prior to any date compliance herewith is determined were directors of the Company.
Chance of Control. A Change of Control shall have occurred; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of the Required Banks, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Bank to enforce its claims against the Borrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 9.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Commitment terminated, whereupon the Revolving Commitment of each Bank shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and all obligations owing hereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; (iii) direct the Collateral Agent to enforce any or all of the Liens and security interests created pursuant to the Security Documents; (iv) terminate any Letter of Credit which may be terminated in accordance with its terms; and (v) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.05 in respect of the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amounts of cash, to be held as security for the Borrower's reimbursement obligations in respect of Letters of Credit then outstanding equal to the aggregate Stated Amount of all Letters of Credit then outstanding.
Chance of Control. In the event of a Change in Control, as that term is defined in Section 13.9(a), of either the Parties or their respective Affiliates that are primarily responsible for undertaking the obligations under this Agreement (each collectively or individually then referred to as the "Acquired Company"), then the Party affiliated with the Acquired Company shall notify the other Party of any such Change in Control as soon as the Change in Control may publicly be announced. Upon receipt of any such notification, the other Party or an Affiliate thereof (the "Electing Company") shall have the unilateral right to give notice to the Acquired Company within thirty (30) days after its next regularly scheduled board meeting, but in no event longer than sixty (60) days after receipt of the Acquired Company's notification that, the Electing Company:
(a) if the Electing Company shall be Procter & Xxxxxx, Procter & Xxxxxx may elect as provided in clause (i) or (ii) below:
(i) Procter & Xxxxxx may elect not to continue any one or more of the three activities of Alexion under this Agreement specified below in clauses (1), (2) and/or (3) (each an "Alexion Interest"), as follows:
(1) Research - the research and development collaboration under Sections 3.1 and 3.2 of this Agreement, in which case the Research & Development Steering Committee shall develop a transition plan for the orderly cessation by Alexion of its responsibilities with respect to the collaboration under Sections 3.1 and 3.2 of the Agreement ("Alexion's Research Interest") within six (6) months of receipt by Alexion of such notice to discontinue (including the maintenance of patient care, FTE termination, adverse event responsibilities and regulatory matters) and upon the expiration of six (6) months after such notice from Procter & Xxxxxx, Xxxxxxx'x Research Interest shall terminate and Procter & Xxxxxx shall be entitled to terminate FTE funding in accordance with Section 4.2 hereof or
(2) Co-Promotion - the co-promotion of Products by Alexion under Section 7.3 of this Agreement, in which case (x) if Alexion shall not have elected in writing to participate in the marketing of Products as contemplated by Section 7.3 of this Agreement, Alexion shall cease such co-promotion activities within thirty (30) days after such notice, without charge, and (y) if Alexion shall have elected in writing to participate in the marketing of Products as contemplated by Section 7.3 of this Agreement, a determination pursuant to Secti...
