Change of Control Call Right definition

Change of Control Call Right has the meaning set forth in Section 5.3(b).
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Change of Control Call Right shall have the meaning set forth in Section 2.08(a).
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Examples of Change of Control Call Right in a sentence

  • The Managing Member may exercise its Change of Control Call Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members.

  • Upon the terms and subject to the conditions set forth in this Agreement, Cablevision shall have the right at any time after the Initial Closing Date, upon a Change of Control, to require that ITT MSG sell to Cablevision, or, at Cablevision's election, to require MSG to redeem, all (but not less than all) the balance of the remaining ITT MSG Interest upon the terms set forth in this Section 2.08 (the "Change of Control Call Right").

  • If Cablevision shall fail to deliver such notice within 60 days following receipt of ITT MSG's notice of a Change of Control, Cablevision shall be deemed to have elected not to exercise its Change of Control Call Right pursuant to this Section 2.08.

  • If Cablevision elects to exercise its Change of Control Call Right pursuant to this Section 2.08, it shall have the right to pay the Change of Control Call Price associated therewith (i) in cash or (ii) by delivery to ITT MSG of notes or debentures having a maturity of 30 years or less of one of Cablevision, RGC or GHC having a Fair Market Value as determined by a Selected Investment Banking Firm equal to such Change of Control Call Price ("Debt Securities").

  • The purchase price payable by the Responding Limited Partners to the Initiating Limited Partner and/or any other Limited Partner that is an Affiliate of the Initiating Limited Partner for their respective Partnership Interests in connection with the exercise of the Change of Control Call Right shall be equal to the fair market value of such Partnership Interests, as determined pursuant to Section ‎15(f)(iv) (the “Call Purchase Price”).

  • If the Company and/or the other persons entitled thereto has not delivered to the Stockholder written notice (a "Call Notice") of its intention to exercise the Change of Control Call Right or the Material Breach Call Right within six months of (i) the occurrence of a Change of Control, or (ii) the expiration of the Material Breach Cure Period, such call rights shall automatically expire.

  • Following receipt of the Change of Control Call Notice, the General Partner shall consider whether the Partnership should purchase all of the Partnership Interests subject to the Change of Control Call Right.

  • In the event the General Partner approves the purchase by the Partnership of all of the Partnership Interests subject to the Change of Control Call Right within fifteen (15) days of its receipt of the Change of Control Notice, the Partnership shall effect such purchase instead of the Responding Limited Partners, and the terms and provisions of this Section ‎15(f) shall apply to the Partnership as if it were the sole Responding Limited Partner, mutatis mutandis.

  • The Corporation may enforce the benefit of the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Change of Control Call Right for and on behalf of Acquireco and Bionik US, as applicable, as the Board of Directors determines is necessary or desirable.

  • Cablevision's Change of Control Call Right............................................

Related to Change of Control Call Right

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

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

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

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

  • 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 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.

  • Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

  • 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.

  • 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.

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

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

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

  • 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).

  • Company Change of Control means any of the following events:

  • 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.

  • 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 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.

  • Control Event Defined. “Control Event” means:

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