Change of Control Applicable Premium means with respect to a Note at any time, as determined by the Issuer, the excess of:
Change of Control Applicable Premium has the meaning assigned to that term in Section 6.2(c).
Applicable Premium means, with respect to any Note on any Redemption Date, the greater of:
Change of Control Redemption Premium means 125%.
Make-Whole Premium means, with respect to a Note at any redemption date, the greater of:
Change of Control Payment Date has the meaning provided in Section 4.15.
Applicable Prepayment Premium has the meaning specified therefor in the Fee Letter.
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 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 of Control Put Date shall have the meaning specified in Section 11.1.
Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).
Discounted Prepayment Determination Date has the meaning set forth in Section 2.05(a)(v)(D)(3).
Change of Control Payment has the meaning set forth in Section 4.01(b).
Change of Control Redemption Price shall have the meaning set forth in Section 7.3;
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).
Acceptable Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(D)(3).
Change of Control Purchase Price shall have the meaning specified in Section 10.1.
Change of Control Purchase Date shall have the meaning specified in Section 10.1.
Change of Control Redemption Date shall have the meaning set forth in Section 7.2;
Make-Whole Payment means, with respect to any Series 2018-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to such Series 2018-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect to each Applicable Distribution Date over (y) the Series 2018-2 Invested Amount as of such Optional Repurchase Distribution Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Special Event Prepayment Price means 100% of the outstanding principal amount of the Notes, plus any accrued and unpaid interest thereon up to but excluding the date of prepayment.
Principal Payment Date means, if applicable, each date designated as such in the Series Term Sheet.
Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
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.
Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Mandatory Prepayment Event means any of the following: