Change in Control Premium definition
Examples of Change in Control Premium in a sentence
The Company shall pay the Change in Control Premium in cash or issue the Transaction Election Shares to the Holder, as the case may be, at and subject to the closing of the Change in Control.
Upon conversion of this Note or payment of the Change in Control Premium in accordance with this Section, all rights with respect to this Note shall terminate, whether or not the Note has been surrendered for cancellation, and the Company will be forever released from all of its obligations and liabilities under this Note except its obligations pursuant to Section 2.5.
The Transaction Election Notice shall set forth the form of consideration (the Change in Control Premium or the Transaction Election Shares) that the Holder elects to receive in cancellation of the Outstanding Amount.
If the Company has not received the Transaction Election Notice within the Transaction Election Period, the Company may specify the form of consideration (Change in Control Premium and/or Transaction Election Shares) in its sole discretion; provided that the form of consideration shall be the same form of consideration as is paid to any other holder of a note issued pursuant to the Agreement that has not timely returned a Transaction Election Notice.
For the avoidance of doubt, no Prepayment Premium, Makewhole Amount, Change in Control Premium or Special Premium shall be payable in connection solely with a prepayment pursuant to this Section 2.2(c)(v).
One- half of the Change in Control Premium Payment will be paid to Representative on the Payout Date.
Initial Change in Control Premium Payment: One-half of the Change in Control Premium Payment paid to Representative on the Payout Date.
For the avoidance of doubt, no Change in Control Premium or Special Premium shall be payable in connection with a prepayment solely pursuant to this Section 2.2(c)(i).
Adjusted Change in Control Premium Payment: The Change in Control Premium Payment adjusted by the Total Adjustment factor but not including any interest.
Any Asset Divestiture Payment made by LCI to Representative pursuant to this Section 5(c) shall be excluded from any Change in Control Premium Payment that may be due pursuant to Sections 5(a), 5(b), 5(d), 6, or 7 herein.