Change of Controlling Interest Sample Clauses

Change of Controlling Interest. ‌ No change in Insurer’s ownership structure or controlling interest releases Insurer from its obligations under this Contract. For purposes of this Section, a change in ownership or controlling interest includes an asset or stock purchase. Insurer shall give FHKC at least one hundred eighty (180) Calendar Days’ Notice prior to the effective date of any change in controlling ownership. Insurer shall give FHKC Notice of regulatory agency approval, if applicable, prior to any transfer or change in control. FHKC has the right to elect to continue or terminate this Contract, at its sole discretion, in the event of a change in Insurer’s ownership, structure or controlling interest. In such event, FHKC shall provide at least thirty (30) Calendar Days’ Notice to Insurer of the decision to terminate the Contract. FHKC intends to provide Enrollees with a choice of at least two managed care entities in each area of the state Region. In the event of a proposed merger or acquisition between Insurer and another managed care entity that would result in the common ownership of all FHKC- contracted managed care entities in an area of the state, Insurer or the other FHKC-contracted managed care entity(ies) may be required, at FHKC’s sole discretion, to assign one of the FHKC contracts in accordance with Section 4-2. In such case, the entities will have the option to determine which entity shall assign its contract, subject to approval by FHKC. If applicable, Insurer must comply with section 628.4615, F.S., and receive OIR approval before a merger or acquisition can occur. Failure to comply with this paragraph renders this Contract subject to termination under Section 34-4. The resulting damages of any such failure will not be readily ascertainable, entitling FHKC to liquidated damages in an amount of $250,000 per Region. These liquidated damages are intended only to cover FHKC’s internal staffing and administrative costs as well as the diminished value of services provided under the Contract and will not preclude FHKC from recovering other damages it may suffer as a result of such violation.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Change of Controlling Interest. FHKC shall have the absolute right to elect to continue or terminate this Agreement, at its sole discretion, in the event of a change in the controlling interest of PHP. PHP shall provide notice of regulatory agency approval prior to any transfer or change in control, and FHKC shall have ten (10) days thereafter to elect continuation or termination of this Agreement. Physicians Healthcare February 1, 2000 - Plans\Pinellas September 30, 2001 Page 20 of 44 This Agreement and all obligations created hereunder, are subject to continuation and approval of funding of the FHKC by the appropriate state and federal or local agencies.
Sample 1
Change of Controlling Interest. FHKC shall have the absolute right to elect to continue or terminate this Agreement, at its sole discretion, in the event of a change in the ownership or controlling interest of HEALTH PLAN. HEALTH PLAN shall provide notice of regulatory agency approval prior to any transfer or change in control, and FHKC shall have ten (10) days thereafter to elect continuation or termination of this Agreement. Upon such an accepted change of controlling interest, in which the ownership of either Well Care or HealthEase is no longer joint, FHKC shall, at the request of HEALTH PLAN, provide each a separate contract for the remainder of the contract term with the applicable counties as are described herein.
Sample 1
Change of Controlling Interest. FHKC shall have the absolute right to elect to continue or terminate this Agreement, at its sole discretion, in the event of a change in the ownership or controlling interest of INSURER. INSURER shall provide notice of regulatory agency approval prior to any transfer or change in control, and FHKC shall have ten (10) days thereafter to elect continuation or termination of this Agreement.
Sample 1

Related to Change of Controlling Interest

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Change of Control There occurs any Change of Control; or

  • Change of Control Event A Change of Control Event occurs if at any time, the State of Norway ceases to own and be able to vote for, directly or indirectly, 100 % of the shares of the Issuer. If a Change of Control Event occurs, each Noteholder will have the right (the to require that the Issuer purchases all or some of the Notes at a price equal to 100 per cent of the Denomination plus accrued interest. The Put Option must be exercised within 20 calendar days after the Issuer has given notice to the Trustee and the Noteholders that a Change of Control Event has occurred. The settlement date for the Put Option will be the fifth business day after the end of the 20 calendar days exercise period.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any RemainCo Benefit Plan or SpinCo Benefit Plan.

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Offer to Purchase Upon Change of Control Triggering Event Any Securities of any series that require that the Issuer make an offer to purchase upon a Change of Control Triggering Event shall be purchased by the Issuer in accordance with their terms and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in accordance with this Section 1009. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has previously exercised its right to redeem the Securities in accordance with their respective terms, each Holder of Securities of such series will have the right to require the Issuer to purchase all or a portion of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of Holders of the Securities on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Issuer’s option, prior to any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall send, by first class mail, a notice to each Holder of Securities of such series, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall describe the transaction or transactions that constitute the Change of Control and shall state:

  • Offer to Repurchase Upon Change of Control Triggering Event (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such Xxxxxx’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). Within ninety (90) days following any Change of Control Triggering Event, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 4.07, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 5.16 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

Time is Money Join Law Insider Premium to draft better contracts faster.