Change of Control Issuer Notice definition

Change of Control Issuer Notice has the meaning attributed thereto in section 3.2(a);
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Change of Control Issuer Notice has the meaning attributed thereto in section 3.2(a); “Change of Control Repayment Offer” has the meaning ascribed thereto in subsection 3.2(a); “Change of Control Repurchase Date” means the date identified as such in a Change of Control Issuer Notice, which date shall not be less than thirty (30) nor more than forty-five (45) days after the date of such Change of Control Issuer Notice; “Change of Control Repurchase Notice” has the meaning attributed thereto in subsection 3.2(b); “Change of Control Repurchase Price” of any Debenture means 115% of the principal amount of the Debenture to be purchased, plus any accrued and unpaid interest thereon; “Closing Price” for any Trading Date means (i) the closing price of the Common Shares on the TSX for such date, or (ii) if there has been no trading of the Common Shares on the TSX on such date or the Common Shares are not listed on the TSX on such date, the closing price of the Common Shares on the Recognized Stock Exchange on which the Common Shares have been most actively traded on such date, and (iii) if no closing price is reported on either the TSX or such Recognized Stock Exchange on such date, the average of the bid and ask prices on the TSX or, if there is more than one bid or ask price, the average of the average bid and the average ask prices on the TSX. In the absence of such a quotation, the Board of Directors shall be entitled to make a good faith determination of the price on the basis it considers appropriate which shall be conclusive. “Common Share Payment” means a payment in accordance with section 2.22; “Common Shares” means the common shares in the share capital of the Issuer; “Consolidated Assets” as of any date means the consolidated assets of the Issuer determined in accordance with GAAP as set out in the quarterly or annual balance sheet of the Issuer as of such date; “Consolidated Revenues” for any period means the consolidated revenues of the Issuer determined in accordance with GAAP as set out in the quarterly or annual income statements of the Issuer for such period; “Conversion Date” has the meaning ascribed thereto in section 5.1(d); “Conversion Notice” has the meaning ascribed thereto in subsection 5.1(d); 36990-2073 30186571.16
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Examples of Change of Control Issuer Notice in a sentence

  • A Change of Control Issuer Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Change of Control Issuer Notice in the Issuer’s name and at the Issuer’s expense; provided, that the text of the Change of Control Issuer Notice shall be prepared by the Issuer.

  • The Issuer shall also deliver a copy of the Change of Control Issuer Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders of Notes.

  • Simultaneously with providing such Change of Control Issuer Notice, the Issuer shall publicly announce the relevant information through a reputable national newswire in the United States, file such press release with the SEC on Form 8-K and make such information available on the Issuer’s website.

  • A Fundamental Change of Control Issuer Notice may be given by the Issuer or, at the Issuer’s request, the Trustee shall give such Fundamental Change of Control Issuer Notice in the Issuer’s name and at the Issuer’s expense; provided, that the text of the Fundamental Change of Control Issuer Notice shall be prepared by the Issuer.

  • Simultaneously with providing such Fundamental Change of Control Issuer Notice, the Issuer shall publicly announce the relevant information through a reputable national newswire in the United States, file such press release with the SEC on Form 8-K and make such information available on the Issuer’s website.

  • The Issuer shall also deliver a copy of the Fundamental Change of Control Issuer Notice to the Trustee, the Conversion Agent and the Paying Agent at such time as it is mailed to Holders of Notes.

Related to Change of Control Issuer Notice

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

  • 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 Notes and the Securities issued together with the Notes), (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 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.

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

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

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

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

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

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

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • 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).

  • 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:

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

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

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

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

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

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

  • 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.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.