Fundamental Changes and Repurchases Thereupon Sample Clauses

Fundamental Changes and Repurchases Thereupon. Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.
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Fundamental Changes and Repurchases Thereupon. Section 3.01. Repurchase at Option of Holders Upon a Fundamental Change 10 Section 3.02. Effect of Fundamental Change Repurchase Notice 13 Section 3.03. Withdrawal of Fundamental Change Repurchase Notice 13 Section 3.04. Deposit of Fundamental Change Repurchase Price 14 Section 3.05. Notes Repurchased in Whole or in Part 14 Section 3.06. Covenant to Comply With Applicable Laws Upon Repurchase of Notes 14 Section 3.07. Repayment to the Company 15 ARTICLE IV CONVERSION Section 4.01. Right to Convert 15 Section 4.02. Conversion Procedures 17 Section 4.03. Settlement Upon Conversion 19 Section 4.04. Adjustment of Conversion Rate 20 Section 4.05. [Reserved] 28 Section 4.06. Adjustments Upon Certain Fundamental Changes 28 Section 4.07. Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale 30 Section 4.08. Taxes on Shares Issued 31
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Fundamental Changes and Repurchases Thereupon. Section 8.01.
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Fundamental Changes and Repurchases Thereupon. Section 3.01. Repurchase at Option of Holders Upon a Fundamental Change. 12 Section 3.02. Effect of Fundamental Change Repurchase Notice. 15 Section 3.03. Withdrawal of Fundamental Change Repurchase Notice. 15 Section 3.04. Deposit of Fundamental Change Repurchase Price. 16 Section 3.05. Notes Repurchased in Whole or in Part. 16 Section 3.06. Covenant to Comply With Applicable Laws Upon Repurchase of Notes. 16 Section 3.07. Repayment to the Company. 17 ARTICLE IV 17 CONVERSION Section 4.01. Right to Convert. 17 Section 4.02. Conversion Procedures. 20 Section 4.03. Settlement Upon Conversion. 21 Section 4.04. Adjustment of Conversion Rate. 23 Section 4.05. Adjustments of Prices. 32 Section 4.06. Increase in Conversion Rate Upon a Make-Whole Fundamental Change. 32 Section 4.07. Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. 34 Section 4.08. Taxes on Shares Issued. 35 Section 4.09. Reservation of Shares; Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Common Stock. 36 Section 4.10. Responsibility of Trustee. 36 Section 4.11. Notice to Holders Prior to Certain Actions. 37 Section 4.12. Stockholder Rights Plan. 37 ARTICLE V 38 REMEDIES Section 5.01. Events of Default. 38 Section 5.02. Additional Interest. 40 Section 5.03. Acceleration. 41 Section 5.04. Limitation on Suits. 41 Section 5.05. Collection Suit by Trustee. 42 ARTICLE VI 42 SATISFACTION AND DISCHARGE Section 6.01. Satisfaction and Discharge of the Supplemental Indenture. 42
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Fundamental Changes and Repurchases Thereupon. Section 9.01. Repurchase at Option of Holders Upon a Fundamental Change. 67 Section 9.02. Effect of Fundamental Change Repurchase Notice 70
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Fundamental Changes and Repurchases Thereupon 
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Related to Fundamental Changes and Repurchases Thereupon

  • Fundamental Changes; Dispositions (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

  • Restriction on Fundamental Changes; Asset Sales Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Fundamental Changes and Asset Sales (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

  • Fundamental Changes, Line of Business No Borrower shall amend its organizational documents or change its Fiscal Year or enter into a new line of business materially different from such Borrower's current business unless (i) such actions would not have a Material Adverse Effect on such Borrower; (ii) such actions would not affect the obligations of such Borrower to Lender; (iii) such actions would not affect the interpretation of any of the terms of this Agreement or the Other Agreements and (iv) Lender has received ten (10) days prior written notice of such amendment or change.

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Fundamental Change Repurchase Price The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

  • Prohibition of Fundamental Changes Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.

  • Payment of the Fundamental Change Repurchase Price Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

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