The Change of Control Put Sample Clauses

The Change of Control Put. Right with respect to a Keytech Shareholder shall terminate upon the expiration of the notice period provided for in Section 3.3(b) without exercise by such Keytech Shareholder of the Change of Control Put Right.
Sample 1
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The Change of Control Put. If a Change of Control Put is specified in the relevant Final Terms as being applicable, each holder of Notes will have the right to require the relevant Issuer to repurchase all or any part of such holder’s Notes at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Effective Date upon the occurrence of an Early Redemption Event. However, the Change of Control Put is subject to the approval of Anheuser-Xxxxx InBev’s shareholders. The approval of the Change of Control Put is expected to be raised at the next general meeting of shareholders of Anheuser-Xxxxx InBev. In the event that the shareholders do not approve the Change of Control Put as detailed in Condition 7.5, such provision will not be effective. In respect of each Series where a Change of Control Put is specified in the relevant Final Terms as being applicable, and the Change of Control Put is approved by Anheuser-Xxxxx InBev’s shareholders, each Noteholder will have the right to require the relevant Issuer to repurchase all or any part of such Noteholder’s Notes upon the occurrence of an Early Redemption Event, as further described in Condition 7.5. In the event that such Change of Control Put right is exercised by holders of at least 85 per cent. of the aggregate principal amount of the relevant Series, the relevant Issuer may, at its option, redeem all (but not some only) of the Notes then outstanding pursuant to Condition 7.5. However, Noteholders should be aware that, in the event that (i) holders of 85 per cent. or more of the aggregate principal amount of the relevant Series exercise their option under Condition 7.5, but the relevant Issuer does not elect to redeem the remaining outstanding Notes, or (ii) holders of a significant proportion, but less than 85 per cent. of the aggregate principal amount, of the relevant Series exercise their option under Condition 7.5, Notes in respect of which the Change of Control Put is not exercised may be illiquid and difficult to trade. Noteholders should also be aware that there can be no assurance that the relevant Issuer would have sufficient financial resources available to satisfy its obligations to repurchase the Notes. In addition, the relevant Issuer’s ability to repurchase the Notes for cash may be limited by law or by the terms of other agreements relating to its indebtedness outstanding at that time. The relevant Issuer’s failure to repurchase the Notes within the applicable time period woul...
Sample 1
The Change of Control Put. If a Change of Control Put is specified in the relevant Final Terms as being applicable, each holder of Notes will have the right to require the relevant Issuer to repurchase all or any part of such holder’s Notes at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Effective Date upon the occurrence of an Early Redemption Event. However, the Change of Control Put is subject to the approval of InBev’s shareholders. The approval of the Change of Control Put is expected to be raised at the next general meeting of shareholders of InBev. In the event that the shareholders do not approve the Change of Control Put as detailed in Condition 7.5, such provision will not be effective. In respect of each Series where a Change of Control Put is specified in the relevant Final Terms as being applicable, and the Change of Control Put is approved by InBev’s shareholders, each Noteholder will have the right to require the relevant Issuer to repurchase all or any part of such Noteholder’s Notes upon the occurrence of an Early Redemption Event, as further described in Condition 7.5. In the event that such Change of Control Put right is exercised by holders of at least 85 per cent. of the aggregate principal amount of the relevant Series, the relevant Issuer may, at its option, redeem all (but not some only) of the Notes then outstanding pursuant to Condition 7.5. However, Noteholders should be aware that, in the event that (i) holders of 85 per cent. or more of the aggregate principal amount of the relevant Series exercise their option under Condition 7.5, but the relevant Issuer does not elect to redeem the remaining outstanding Notes, or (ii) holders of a significant proportion, but less than 85 per cent. of the aggregate principal amount, of the relevant Series exercise their option under Condition 7.5, Notes in respect of which the Change of Control Put is not exercised may be illiquid and difficult to trade. The guarantees provided by Ambrew, Brandbrew, InBev France, InBev Nederland, Interbrew Holding and Interbrew International, respectively, are subject to certain limitations For the purposes of the guarantee provided by InBev France, such guarantee shall not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of article L.255-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article...
Sample 1

Related to The Change of Control Put

  • 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.

  • 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

  • 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 Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

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

  • 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.

  • Purchase of Notes upon a Change of Control Triggering Event (i) If a Change of Control Triggering Event occurs with respect to a series of Notes, unless the Company has exercised its option to redeem such Notes as described in Section 1.05 hereof, the Company will make an offer (a “Change of Control Offer”) to each Holder of such Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price, payable in cash, equal to 101.0% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, on the Notes repurchased to, but excluding, the date of repurchase (the “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 will be sent to Holders of the Notes, with a copy to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 90 days from the date such notice is delivered (the “Change of Control Payment Date”). The notice will, if delivered 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 and shall state the following:

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