Change of Control Conversion Amount definition

Change of Control Conversion Amount means the sum of (A) the portion of the Outstanding Principal Value of this Note to be redeemed, (B) accrued and unpaid Interest with respect to such Outstanding Principal Value of this Note, (C) accrued and unpaid Late Charges, including with respect to such Outstanding Principal Value of this Note and Interest, and (D) any other unpaid amounts pursuant to the Transaction Documents, if any
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Change of Control Conversion Amount has the meaning given to such term in Section 5.8(b)(vi)(A).
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Change of Control Conversion Amount has the meaning ascribed thereto in Section 2.3(i)(i)(B);
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Examples of Change of Control Conversion Amount in a sentence

  • Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 5(a) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Ordinary Shares pursuant to Section 3.

  • For the avoidance of doubt, the Holder may demand that none or any amount up to all of the Maximum Change of Control Conversion Amount portion of the Change of Control Redemption Price be paid in Common Stock and that the remainder portion of the Change of Control Redemption Price be paid in cash.

  • For the avoidance of doubt, the Holder may demand that up to the Maximum Change of Control Conversion Amount portion of the Change of Control Redemption Price be paid in Common Stock and that the remainder portion of the Change of Control Redemption Price be paid in cash, but the Holder shall otherwise have no right to demand or receive the Change of Control Redemption Price in both cash and Common Stock.

  • Licensee shall fully cooperate with Mersana in any such action at Mersana’s expense, to enforce the Licensee Product Patent Rights, including being joined as a party to such action if necessary.

  • Notwithstanding anything to the contrary in this Section 5.8(b)(vi), but subject to Section 5.8(b)(iv), until the Partnership delivers Common Units representing the applicable Change of Control Conversion Amount to such Series A Preferred Holder, such Change of Control Conversion Amount may be converted by such Series A Preferred Holder into Common Units pursuant to Section 5.8(b)(iii) without regard to this Section 5.8(b)(vi).


More Definitions of Change of Control Conversion Amount

Change of Control Conversion Amount shall be equal to 101% of the aggregate principal amount of the Debentures then outstanding and held by such Debentureholder electing to convert such Debentures into Successor Debentures.‌ The Change of Control Notice for the Debentures shall be substantially in the form of Schedule “D”.
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Change of Control Conversion Amount means the sum of (A) the portion of the Outstanding Principal Value of this Note to be redeemed,
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Related to Change of Control Conversion Amount

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

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Conversion Amount means the sum of the Stated Value at issue.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

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

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Change of Control Redemption Premium means 125%.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • 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.

  • Automatic Early Redemption Amount means the Automatic Early Redemption Amount specified in the relevant Final Terms.

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • 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.

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Early Preference Share Redemption Event means the event that occurs if:

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

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

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Make-Whole Redemption Amount means the sum of:

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).