Change of Control Call Event definition

Change of Control Call Event means the entering by the Corporation into a binding agreement providing for a merger, consolidation or business combination of the Corporation with another corporation, association or other entity, which agreement provides that upon consummation thereof that the holders of the Common Stock will own less than 80% of the voting and economic power of the entity, if any, in which holders of the Common Stock will hold equity interests immediately following consummation of any such transaction.
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Change of Control Call Event means the occurrence of either of the following events:
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Examples of Change of Control Call Event in a sentence

  • Further to the occurrence of a Change of Control Call Event described in Condition 5.6 below, if the Call Option in case of Change of Control has not been exercised by the Issuer, the Interest Rate payable on the Notes will be increased by an additional margin of 5 per cent.

  • Further to the occurrence of a Change of Control Call Event described in Condition 5(e) below, if the call option relating to a Change of Control Call Event has not been exercised by the Issuer, the interest payable on the Notes will be increased by an additional margin of 5.00 per cent.

  • If a Change of Control Call Event (as defined below) occurs after the Issue Date, the Issuer may at its option redeem, or procure purchase for, all the Bonds (but not some only) on the Call Date (as defined below), attheir principal amount together with any accrued interest and any Arrears of Interest (including any Additional Interest Amounts thereon).

  • Further to the occurrence of a Change of Control Call Event as defined in Condition 5.7 below, (i) if the Call Event Notice (as defined below) specifies that the Issuer has elected not to exercise the Change of Control Call Option, the interest rate payable on the Bonds will be increased by an additional margin of 5 per cent.

  • This model originated from the big American business and was diffused in Europe after the second world war.

  • If a Change of Control Call Event (as defined below) occurs after the Issue Date, the Issuer may redeem, or procure purchase for, all of the Notes (but not some only) on the Call Date (as defined below), at their principal amount together with any accrued interest and any Arrears of Interest (including any Additional Interest Amounts thereon).

  • Following the occurrence of a Change of Control Call Event (as defined in Condition 6), if the Change of Control Call Option (as defined in Condition 6) has not been exercised by the Issuer the interest payable on the Securities will be increased by an additional margin of 5.00 per cent.

  • The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, at their principal amount, (together with interest accrued to (but excluding) the date fixed for redemption and any Outstanding Payments), if a Change of Control Call Event (as defined below) occurs after the Issue Date (a "Change of Control Call Option").

  • If a Change of Control Call Event (as defined below) occurs after the Issue Date, the Issuer may redeem, or procure purchase for, all of the Notes (but not some only) on the Call Date (as defined below), at (i) the Early Redemption Price where such redemption occurs before the First Call Date, or(ii) their principal amount together with any accrued interest and any Arrears of Interest (including any Additional Interest Amounts thereon) where such redemption occurs on or after the First Call Date.

  • Upon a Change of Control Call Event occurring after the date on which the Cal Fed Acquisition and the FN Escrow Merger have both been consummated, and on or prior to December 31, 2000, the Issuer at its option may redeem all, but not less than all, of the Securities at an aggregate redemption price equal to the sum of (A) the then outstanding principal amount of the Securities, plus (B) accrued and unpaid interest to the date of redemption, plus (C) the Applicable Premium.

Related to Change of Control Call Event

  • 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 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 means the occurrence of any of the following events:

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

  • 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 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 of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

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

  • 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 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.

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

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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

  • Control Event Defined. “Control Event” means:

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • 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).

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Call Event means Share Call Event. "Change in Law" means that due to

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

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • 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.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

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

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.