Asset Sale Offer shall have the meaning specified in Section 4.13.
Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).
Asset Sale Offer Amount has the meaning assigned to it in Section 3.12(c).
Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.
Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).
Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).
Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).
Net Proceeds Offer Payment Date has the meaning provided in Section 4.16.
Repurchase Date has the meaning specified in Section 14.1.
Change of Control Purchase Date shall have the meaning specified in Section 10.1.
from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:
Repurchase Value means the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.
Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.
Change of Control Offer has the meaning provided in Section 4.15.
Mandatory Purchase Date means the Purchase Date for a Mandatory Purchase in accordance with this Statement and the VRDP Purchase Agreement.
Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.
Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).
Repurchase Offer shall have the meaning specified in Section 11.1(b).
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement.
Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
VWAP Purchase Date means, with respect to any VWAP Purchase made hereunder, the Business Day following the receipt by the Buyer of a valid VWAP Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(c) hereof.
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.
Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.
Change of Control Put Date shall have the meaning specified in Section 11.1.