Change of Control Closing Date definition

Change of Control Closing Date means the date of consummation of a Change of Control Transaction with a successor corporation that is Publicly Traded as of such date.
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Change of Control Closing Date has the meaning assigned that term in Section 7.03(b).
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Change of Control Closing Date means the date that a Qualified Change of Control is consummated.
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Examples of Change of Control Closing Date in a sentence

  • In the event that a Determination Date occurs during a Performance Period and, following such Determination Date, a Qualified Change of Control is consummated, the Company shall pay to Executive the Change of Control Bonus (calculated as set forth below), less applicable tax withholding, subject to Executive remaining continuously employed by the Company and its affiliates through the Change of Control Closing Date.

  • To the extent the Change of Control Bonus becomes payable, it shall be paid no later than the second regularly-scheduled payroll date immediately following the Change of Control Closing Date (and in no event later than 30 days following the Change of Control Closing Date).

  • Investor agrees that it shall use reasonable best efforts to (i) cause the Change of Control Closing to occur as promptly as practicable, (ii) keep NEP Member reasonably informed of developments in Investor’s efforts to obtain Qualifying Financing, and (iii) set a Change of Control Closing Date mutually agreed upon by NEP Member.

  • The Change of Control Notice shall be delivered to NEP Member at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Change of Control Closing Date.

  • The Change of Control Notice shall be delivered to NEP Member seven (7) Business Days in advance of the Change of Control Closing Date.

  • With respect to a Change of Control Closing or an Alternative Closing only, the representations and warranties made by Purchaser in Section 4 hereof shall be true and correct in all material respects as of the Change of Control Closing Date or the Alternative Closing Date, as appropriate.

  • Purchaser agrees to give written notice in the manner set forth in Section 8.5 to the Company no later than ten (10) days prior to the proposed Change of Control Closing Date as set forth in the Company's notice to Purchaser of its intention to purchase the Alternative Shares.

  • If it is determined that a Change of Control Cash Shortfall exists in advance of a Change of Control Closing Date, then NEP Member and Investor shall work in good faith to remedy the applicable Change of Control Cash Shortfall prior to the scheduled Change of Control Closing Date (provided that the foregoing shall not require Investor to take any actions to remedy such Change of Control Cash Shortfall other than seeking Qualifying Financing in accordance with this Section 7.03(d)).

  • The Common Stock of the Designated Acquiring Person that is a Pubic Company, the Repriced Converts of such Designated Acquiring Person and the Common Stock of such Designated Acquiring Person issuable upon conversion thereof shall be, at the Change of Control Closing Date, fully registered under the Securities Act in accordance with the Registration Rights Agreement, and freely saleable by the Purchaser under the Securities Act.

  • If the Acquiring Person in such Change of Control is a Non-Acquired Party Competitor, then the Non-Acquired Party may terminate this Agreement by giving written notice of termination to the Acquired Party at any time during the period beginning on the date the Non-Acquired Party first learns of such Change of Control and ending ten (10) calendar days following its receipt of the Change of Control Notice, which termination shall be deemed to be effective on the Change of Control Closing Date.


More Definitions of Change of Control Closing Date

Change of Control Closing Date means the particular date of the Change of Control Closing that is the Business Day immediately following the date on which all of the conditions and agreements set forth in Article II and Article V hereof are satisfied, or such other date as the parties may agree, provided that such Change of Control Closing occurs on or prior to the Termination Date.
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Change of Control Closing Date means the particular date of the Change of Control Closing that is the business day immediately following the date on which all of the conditions and agreements set forth in the Dakota Agreement are satisfied, or such other date as the parties thereto may agree, provided that such Change of Control Closing occurs on or prior to the 5:00 p.m. Vancouver time on October 15, 2020, unless terminated prior thereto by (i) mutual agreement of the Corporation and Dakota or (ii) the purchase by the Corporation of the maximum number of Dakota Shares as provided for in the Dakota Agreement; and “Dakota Agreement” means the agreement between the Corporation and Dakota dated May 26, 2020.
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Change of Control Closing Date means the date, if any, on which Clearwater Paper Corporation or any affiliate thereof (“Clearwater”) acquires, directly or indirectly, ownership of more than 50% of the total outstanding voting Equity Interests of Cellu Tissue.
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Related to Change of Control Closing Date

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

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

  • 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 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.

  • Second Closing Date means the date of the Second Closing.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • 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.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

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

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • IPO Closing Date means the closing date of the IPO.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

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

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

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Additional Closing Date has the meaning set forth in Section 3.