Change in Control Premium definition

Change in Control Premium means an amount equal to 1.0% of the aggregate principal amount of a Loan being prepaid in connection with a Change in Control.
Sample 1Sample 2
Change in Control Premium means one percent (1.00%) of the principal amount of any Note redeemed, repurchased or repaid pursuant to Section 3.04(f).
Sample 1Sample 2
Change in Control Premium means, with respect to any Notes being repurchased or otherwise repaid in whole or in part for the period from the First Closing Date to July 20, 2007, the lesser of (i) 25% and (ii) the greater of (x) 5% and (y) the IRR as of the date of a Change in Control earned by the Investors on their Investments in Holdings and its Subsidiaries made on or prior to the First Closing Date (it being understood that during such period, the Change in Control Premium shall not be less than 5.0%), and thereafter shall mean, with respect to any Notes being repurchased or otherwise repaid in whole or in part during any of the periods set forth below, an amount equal to the percentage, set forth opposite such period, of the aggregate principal amount of the Notes required to be repurchased or otherwise repaid at such time: July 21, 2007 - July 20, 2008 4.0% July 21, 2008 - July 20, 2009 3.0% July 21, 2009 and thereafter 1.0%
Sample 1

Examples of Change in Control Premium in a sentence

  • The requirement to pay the Change in Control Premium results in a premium to the holders of the 2010 Notes that is not considered clearly and closely related to the debt host and results in an embedded derivative that must be bifurcated and accounted for separately from the debt host.

  • 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.

  • 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.

  • 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.

  • For the avoidance of doubt, no Change in Control Premium or Special Premium shall be payable in connection solely with a prepayment pursuant to this Section 2.2(d).

  • Calculation of Change in Control Premium Payment: EXAMPLE: Assume that the legally completed Change in Control date is January 31, 1999.

  • Initial Change in Control Premium Payment: One-half of the Change in Control Premium Payment paid to Representative on the Payout Date.

  • One- half of the Change in Control Premium Payment will be paid to Representative on the Payout Date.

  • Upon a Change in Control, the Borrower shall prepay all outstanding Loans, the applicable Change in Control Premium, calculated separately with respect to each Term Loan Tranche, and all accrued interest on the amount prepaid.


More Definitions of Change in Control Premium

Change in Control Premium means an amount equal to, with respect to each respective Term Loan Tranche, (a) if a Change in Control occurs on or prior to the first anniversary of the Closing Date, an amount equal to the principal amount of the Loans comprising such Term Loan Tranche outstanding at the time of such Change in Control multiplied by twenty percent (20.0%), (b) if a Change in Control occurs after the first anniversary of the Closing Date, but on or prior to the second anniversary of the Closing Date, an amount equal to the principal amount of the Loans comprising such Term Loan Tranche outstanding at the time of such Change in Control multiplied by ten percent (10.0%) and (c) if a Change in Control occurs after the second anniversary of the Closing Date, the minimum amount that, when received by the Lenders, would be sufficient to cause both (i) the IRR for each such Lender with respect to such Term Loan Tranche to be not less than eleven and one half percent (11.5%) and (ii) solely with respect to a Term Loan Tranche that is a Delayed Draw Loan, the MOIC for each such Lender with respect to such Term Loan Tranche to be not less than 1.10. For the avoidance of doubt, (x) any Change in Control Premium will be payable in addition to any principal of the Loans and any accrued interest at the time of any Change in Control and (y) upon a Change in Control, the Change in Control Premium shall be the only premium payable and shall be in lieu of, and not in addition to, any Call Premium.
Sample 1

Related to Change in Control Premium

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Change in Control Payment means any payment or distribution by the Corporation in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

  • Change in Control Payments means any amounts payable by the Company, the Final Surviving Corporation or their Subsidiaries at or at any time after the Closing (or, to the extent such amounts are unpaid as of immediately prior to the Closing, at any time prior to the Closing) as a result of the execution and delivery of this Agreement or the consummation of the First Merger (whether or not conditioned upon a related or concurrent or subsequent termination of employment or the occurrence of any other event), plus the employer’s share of Taxes payable with respect to all such amounts.

  • Change of Control Price means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Change in Control Benefits means the following benefits:

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • Change in Control Date means the date on which a Change in Control occurs.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change in Control Protection Period means the period beginning one month prior to and ending twelve (12) months immediately following the consummation of a Change in Control.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Payment Date has the meaning provided in Section 4.15.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change of Control Payments means any and all bonuses or other obligations or payments arising or payable as a result of or in connection with the transactions contemplated hereby (whether due at or after the Closing, with or without the passage of time or occurrence of other events, or otherwise).

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Severance Multiplier means, with respect to any termination of Employee’s employment hereunder by the Company without Cause or by Employee with Good Reason, 1; provided, however, that in the event such termination occurs within the two (2) year period following a Change in Control, the Severance Multiplier shall instead equal 2.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control, or (iii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.

  • Severance Payment shall have the same meaning as the term "parachute payment" defined in Section 280G(b)(2) of the Code.

  • Change in Control means the occurrence of any of the following events:

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.