Change of Control Option. (a) In the event there shall occur any Change of Control (as defined below) each Lender shall have the right, at its option exercisable at any time within six months following the Change Date (as defined below), to require the Borrower to purchase the Loans of such Lender on the Purchase Date (as defined below) at a purchase price which shall be equal to the sum of (i) the principal amount of such Loans then outstanding, PLUS (ii) any and all accrued and unpaid interest on such Loans and Fees to the Purchase Date (the "Purchase Price").

Change of Control Option. (a) In the event that there shall occur any Change of Control (as defined below) in respect of the Company, the Lender shall have the right, at its option exercisable at any time within six months following the Change Date (as defined below), to require the Company to purchase the Note on the Purchase Date (as defined below) at a purchase price that shall be equal to the sum of (i) the principal amount of the Note then outstanding, plus (ii) any and all accrued and unpaid interest on the Note to the Purchase Date plus (iii) the amount that would be payable by the Company under Section 3.6(c) in the case of a prepayment in full of the Note (the "Purchase Price").

See All (4)

Change of Control Option. In the event that there shall occur a Change of Control, each Holder of Securities shall have the right, at such Holder's option, to require the Issuer to purchase all or any part of such Holder's Securities, on the date (the "Repurchase Date") that is 90 days after notice of the Change of Control, at 101% of the principal amount of the Securities plus accrued interest, if any, to the Repurchase Date. On or before the thirtieth day after the Change of Control, the Issuer is obligated to mail, or cause to be mailed, to all Holders of record of such Securities a notice regarding the Change of Control and the repurchase right. Substantially simultaneously with mailing of the notice, the Issuer shall cause a copy of such notice to be published in The Wall Street Journal or another newspaper of general circulation in the Borough of Manhattan, the City of New York. Each such notice of a repurchase right shall state: (i) the Repurchase Date; (ii) the date by which the repurchase right must be exercised; (iii) the price for such Securities; and (iv) the procedure which the Holder of Securities must follow to exercise such right. To exercise a repurchase right, the holder of such Securities must deliver, at least two Business Days prior to the Repurchase Date, written notice to the Issuer (or an agent designated by the Issuer for such purpose) of the Holder's exercise of such right, together with the Securities with respect to which the right is being exercised, duly endorsed for transfer. Such written notice from the Holder shall be irrevocable unless the rescission thereof is duly approved by the Continuing Directors. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Issuer shall pay or cause to be paid the price payable with respect to the Security or Securities as to which the repurchase price has been exercised in cash to the Holder of such Security or Securities, on the Repurchase Date. In the event that a repurchase right is exercised with respect to less than the entire principal amount of a surrendered Security, the Issuer shall execute and deliver to the Trustee and the Trustee shall authenticate for issuance in the name of the Holder a new Security or Securities in the aggregate principal amount of that portion of such surrendered Security not repurchased. The Issuer will comply with all applicable tender offer rules and regulations, including Section 14(e) of the Exchange Act and the rules thereunder, if the Iss...

Change of Control Option. 41 Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Competitive Bid Accept/Reject Letter Exhibit A-5 Form of Standard Borrowing Request Exhibit B Form of Opinion of Counsel Exhibit C Form of Schedule of Compliance Exhibit D Form of Agreement Providing for Additional Lender Exhibit E Form of Promissory Note to Facilitate Assignments to Federal Reserve Banks Schedule 2.01 Commitments; Addresses for Notices and Reserve Percentages.

Change of Control Option. SECTION 17.01. Upon (i) any Change of Control Event or (ii) the termination of this Agreement pursuant to Section 8.03(ii), (A) AB shall have the option to elect, by delivering an irrevocable written notice thereof to CBA (a “Rights Call Notice”), to purchase the international distribution rights for each CBA Brand then being distributed by AB or its Affiliates or designees under this Agreement and all Products associated with such CBA Brands in each territory worldwide other than the United States and its territories and possessions at the Fair Market Value (as defined below) of such rights and on otherwise customary terms and conditions (including the grant of an exclusive, perpetual, irrevocable, sublicensable and royalty-free license by CBA to AB with respect to the use of the applicable CBA Brands in connection with the contemplated international distribution and an agreement by AB to provide reasonable and customary assurances to protect the reputation and strength of the CBA Marks and the goodwill associated with such CBA Marks in connection therewith); provided that, to the extent CBA has granted distribution rights to any such CBA Brand or Products in any such territory to any Third Party in accordance with the terms of this Agreement, AB agrees that it shall take such rights subject to, and shall assume CBA’s obligations under, any such distribution agreement, and (B) upon such election by AB, CBA agrees to sell such rights to AB at the Fair Market Value thereof and on otherwise customary terms and conditions and to assign to AB CBA’s rights and obligations under any distribution agreement of the type described in the proviso to the preceding clause (A). The Parties shall enter into any documentation required to effect such sale and, if applicable, assignment as promptly as practicable following AB’s delivery of such notice to CBA.

Change of Control Option. (a) In the event of an Amyris Change of Control (Amyris (together with its Affiliates), the “COC Party” and the Shareholder (together with its Affiliates) not undergoing the change of control, the “Non-COC Party”), the Non-COC Party shall have the right, exercisable during the period beginning on the date of the first public announcement of a transaction that, if consummated, would result in an Amyris Change of Control and ending on the 60th day thereafter, to purchase, contingent on the consummation of such Amyris Change of Control, all Shares held by the COC Party (and any of its Affiliates and Permitted Transferees) at the Fair Value of such Shares.

Change of Control Option. In the event of a Change of Control as defined in Section 13.1(a), the Change Partner shall promptly deliver written notice of such event (the "Change of Control Notice") to the Option Partner. The Option Partner shall determine within 20 days of receipt of such notice whether it may wish to exercise its rights to purchase the Change Partner's Interest and the Donnelley Revenue Participation Interests, if applicable (the "Purchase Option") and, if so, may have the fair market value (as determined pursuant to Section 13.3) of the Change Partner's Interest and the Donnelley Revenue Participation Interests, if applicable, determined by delivering a notice to cause such determination (the "Determination Notice") to the Change Partner. If no Determination Notice is received by the Change Partner within such time period, the Purchase Option will be deemed to have lapsed with respect to the specified Change of Control and thereafter a subsequent Change of Control shall be determined with respect to the state of facts existing after giving effect to the Change of Control specified in the change of Control Notice. Delivery of the Determination Notice will obligate the Option Partner, in case Donnelley is the Option Partner, either to (a) purchase API/IL's Interest for an amount equal to the higher of (i) the value attributed to API/IL's Interest in the sale or other event that triggered the Change of Control or (ii) the fair market value of API/IL's Interest as hereinafter determined or (b) be responsible for 100% of the fees of the investment banker referred to in Section 13.3 and all expenses incurred by the Change Partner as a result of the delivery of the Determination Notice. Delivery of the Determination Notice will obligate the Option Partner, in case API/IL is the Option Partner, either to (i) purchase Donnelley's Interest and Donnelley's Revenue Participation Interests for an amount equal to the higher of (A) the value attributed to Donnelley's Interest and Donnelley's Revenue Participation Interests in the sale or other event that triggered the Change of Control or (B) the fair market value of Donnelley's Interest and Donnelley's Revenue Participation Interests as hereinafter determined or (ii) be responsible for 100% of the fees of the investment banker referred to in Section 13.3 and all expenses incurred by the Change Partner as a result of the delivery of the Determination Notice.

Change of Control Option. ..46 Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Competitive Bid Accept/Reject Letter Exhibit A-5 Form of Standard Borrowing Request Exhibit B Form of Opinion of Counsel Exhibit C Form of Schedule of Compliance Exhibit D Form of Agreement Providing for Additional Lender Exhibit E Form of Promissory Note to Facilitate Assignments to Federal Reserve Banks Exhibit F Form of Five-Year Amendment and Restatement Exhibit G Form of Term Loan Agreement Amendment Schedule 2.01 Commitments; Addresses for Notices and Reserve Percentages Schedule III Certain Litigation

Change of Control Option Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses