Change in Control Put definition

Change in Control Put shall have the meaning set forth in Section 6(a).
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Change in Control Put. 2(b) "Company" Preamble "Conversion Price" 3(a) "Conversion Ratio" 3(a) "Convertible Securities" 3(g)(2) "Determination Date" 3(g)(2) "Extraordinary Transaction" 2(b) "Interest Payment Date" 1(a) "Interest Rate" 1(a) "Mandatory Redemption Price" 2(b) "Maturity" 1(a) "New Notes" 5(u) "Non-Voting Observer" 5(q) "Note" Preamble "Note Purchase Agreement" Preamble "Notes" Preamble "Notice of Default" 6(a)(8) "Original Issue Date" Preamble "Optional Redemption Price" 2(a) "Payee" Preamble "Purchaser Designee" 5(q) "Purchasers" Preamble "Redemption Price" 2(e) "Section 6(a)(4) Default" 6(a)(4) "Stated Maturity Date" Preamble "Transaction" 3(h)
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Change in Control Put has the meaning set forth in Section 8(a).
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Examples of Change in Control Put in a sentence

  • The Holder shall notify the Company of its exercise of the Change in Control Put not less than three (3) days prior to such Change in Control Date.

  • This Agreement will automatically terminate and be of no further force and effect at such time that (i) Fortress has received payment of the applicable payment pursuant to exercise of the Fortress Put, Capstead Call or Change in Control Put or (ii) Fortress no longer owns Preferred Stock or Common Stock acquired pursuant to the Preferred Stock Purchase Agreement.

  • Any election to exercise the Change in Control Put Option shall be made by the holder hereof giving written notice thereof to the Company at least two days before the Effective Date (if no such notice is given, the provisions of paragraph 3(vii) shall apply).

  • If RECO gives a Change of Control Put Notice, RECO shall be obligated to sell, and the Company and/or SHR shall be obligated to acquire all of the Interests held by RECO, together with any equity interests held by RECO in the Other Holding LLC, for an aggregate cash price equal to the Change in Control Put Price.

  • The Serina Convertible Notes also contained a Change in Control Put and a Default Put which were not clearly and closely related to the host instrument.

  • In the event that the holder hereof fails to exercise its Change in Control Put Option as provided for herein within 20 days after the Effective Date, then the Change in Control Put Option shall be deemed to be null and void, and the holder hereof shall be deemed to have irrevocably waived its right to exercise the Change in Control Put Option and the Change in Control Put Option shall be of no further force or effect.

  • The AgeX-Serina Note also contained a Change in Control Put and a Default Put which were not clearly and closely related to the host instrument.

  • In the event of a Change in Control (as hereinafter defined) of the Company, the holder hereof shall have the option (the "Change in Control Put Option") to require that this Convertible Note be redeemed by the Company in whole (but not in part), at 120% of the outstanding unpaid Face Amount, plus all unpaid PIK Interest accrued thereon to the redemption date.

  • If a Person holding Series B Units either (i) notifies the Company that such Person declines to exercise its rights under this Section 7.2(b) or (ii) fails to timely deliver the Change in Control Put Notice in accordance with this Section 7.2(b), then such Person will be deemed to have irrevocably elected not to exercise its rights to cause the Company to purchase all or any portion of such Person’s Series B Units in accordance with this Section 7.2(b).

  • The AgeX-Serina Note also contains a Change in Control Put and a Default Put which were not clearly and closely related to the host instrument.


More Definitions of Change in Control Put

Change in Control Put has the meaning set forth in Section 5.2(b)(iii).
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Related to Change in Control Put

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

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

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

  • 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 of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • 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.

  • 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 of Control Put Date shall have the meaning specified in Section 11.1.

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

  • 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.

  • 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 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 of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in Control Event means any of the following:

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

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

  • Change in Control Benefits means the following benefits:

  • 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 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 in Control Benefit means the benefit described in Section 2.4.

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

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.