Change of Control Default definition

Change of Control Default means any obligation of Borrower to make any mandatory prepayment pursuant to Section 3(b) of the Promissory Notes that may have become due in connection with Borrower’s acquisition of Proteomedix AG or that may become due in connection with the issuance of shares of Borrower’s common stock upon the conversion of the shares of preferred stock issued by Borrower pursuant to Borrower’s acquisition of Proteomedix AG.
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Change of Control Default means a change of control of NSCL which results in the Reference Debt Rating by Xxxxx'x or S&P being lowered by three or more levels, a level being, for example, the difference between A and A+. For the purpose of this Agreement, a change in control of NSCL shall be deemed to have occurred only in the following circumstances: (a) if the Existing Major Shareholder then directly or indirectly holds Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL or 30% or more of the total shareholders' equity of NSCL, a change of control shall be deemed to have occurred if Capital Stock of NSCL is held by or for the benefit of any person, or group of persons acting jointly or in concert, other than by way of security only, in a quantity to which is attached more of the votes or more of the shareholders' equity than are attached to the Capital Stock of NSCL then held by the Existing Major Shareholder, or (b) if the Existing Major Shareholder does not then directly or indirectly hold Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL or 30% or more of the total shareholders' equity of NSCL, a change of control shall be deemed to have occurred if Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL or 30% or more of the total shareholders' equity of NSCL is held by or for the benefit of any person, or group of persons acting jointly or in concert, other than by way of security only.
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Change of Control Default means (a) any event or condition that constitutes a default under Section 8.01(k), (b) any event or condition that constitutes both a change of ownership or a change of control of API and a default under Section 8.01(f) or (c) any event or condition set forth in clause (a) or (b) of this definition that, with the giving of notice or the lapse of time or both, would unless cured or waived, become an Event of Default.
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Examples of Change of Control Default in a sentence

  • Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

  • From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

  • From the date of this Agreement until Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

  • From the Execution Date until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

  • If (1) the Investor Representative has not received payments (including, without limitation, any amounts received by the Investor pursuant to the Insurance Policy, if any) equal to the Hard Cap by the Legal Maturity Date (after giving effect to any payments made on the Legal Maturity Date) and (2) no Special Termination Event, Change of Control, Default or Event of Default has occurred or is continuing, the Company shall pay the Special Maturity Payment Amount on the Legal Maturity Date.

  • From the Execution Date until Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Change of Control, Default or Event of Default shall have occurred and be continuing.

  • Holders of a majority of the issued and outstanding shares of the Preferred Stock, voting separately as one class, shall have the exclusive right to elect such members of the Board of Directors at a meeting therefor called upon occurrence of such Dividend Default or Change of Control Default, as the case may be, and at every subsequent meeting at which the terms of office of the directors so elected by the Holders of the Preferred Stock expire (other than as described in (g)(iii)(B) below).

  • The Class A-1 Administrative Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Change of Control, Default or Event of Default unless the Class A-1 Administrative Agent has received notice of such event from any Co-Issuer, any Lender Party or any Funding Agent.

  • Respect of the Specified Default; Limited Waiver in Respect of the Specific Change of Control Default.

  • Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) at the Closing, no Change of Control, Default or Event of Default shall have occurred and be continuing.


More Definitions of Change of Control Default

Change of Control Default has the meaning specified in the definition of "Mandatory Redemption Event" below.
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Related to Change of Control Default

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

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

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

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

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

  • 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 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.

  • 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.

  • 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 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.

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

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

  • 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).

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

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

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

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • 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).]

  • Company Termination Event has the meaning set forth in Section 10 hereof.