Change of Control Notice Date definition

Change of Control Notice Date has the meaning given to it in Section 5.3.
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Change of Control Notice Date means the later of (i) the date the Change of Control Notice is delivered to all Non-Affected Partners and (ii) the closing date of the transaction constituting the applicable Change of Control.
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Change of Control Notice Date shall have the meaning set forth in Section 8(b).
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Examples of Change of Control Notice Date in a sentence

  • To exercise the Change of Control Redemption Right, a Holder must deliver to the Agent, prior to the 30th day following the Change of Control Notice Date, irrevocable written notice in the form of Exhibit D hereto, of such Holder's election to have Warrants redeemed on the date specified in the Warrant Agreement.

  • No later than fifteen (15) Trading Days prior to the consummation of a Change of Control (such date of consummation of a Change of Control, the "Change of Control Date"), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holders (a "Change of Control Notice" and the date of such Change of Control Notice, the "Change of Control Notice Date").

  • Such notice shall contain: (x) the date, which shall be 20 Business Days after the Change of Control Notice Date, by which the Holder must elect to effect a Change of Control Exchange or a Change of Control Conversion; and (y) the instructions a Holder must follow to effect a Change of Control Exchange or a Change of Control Conversion in connection with such Change of Control.

  • On the Change of Control Notice Date (or if the Company discovers that a Change of Control has occurred, promptly following the date of such discovery), a final written notice shall be sent by or on behalf of the Company, by overnight courier to the Holders as they appear in the records of the Company.

  • The Unit Agent, based on such notices received by it, shall notify the Trust, the Company, the Property Trustee and the Exchange Agent, no later than the 211th day following the Change of Control Notice Date of the aggregate number of Preferred Securities to be exchanged for Debentures by the Trust and to be repurchased by the Company.

  • The Unit Agent, based on such notices received by it, shall notify the Warrant Agent no later than the 30th day following the Change of Control Notice Date of the aggregate number of Warrants to be redeemed.

  • The Holder shall request a voluntary conversion under this Section 4(b) by delivering to the Company a Notice of Conversion, no later than eight Business Days after the Change of Control Notice Date, specifying therein that all amounts (including any PIK Interest paid) of this Debenture are to be converted (the date such Notice of Conversion is delivered, the “Change of Control Conversion Date”).

  • The Agent, based on such notices, shall notify the Trust, IndyMac Bancorp, the Property Trustee and the Exchange Agent, no later than the 90th day following the Change of Control Notice Date of the aggregate number of Preferred Securities to be exchanged for Debentures by the Trust and to be repurchased by IndyMac Bancorp.

  • If a Majority Interest disagrees with the Affected Partner’s determination of any value calculated in the Change of Control Notice, they will notify the Affected Partner of such disagreement within ten Business Days of the Change of Control Notice Date.

  • Within 30 days after the occurrence of a Change of Control, the Sponsor shall give notice to each Holder of a Preferred Security and the Property Trustee of the transaction that constitutes the Change of Control, identifying such transaction as constituting a Change of Control and setting forth the resulting repurchase right (the date of such notice, the "Change of Control Notice Date").


More Definitions of Change of Control Notice Date

Change of Control Notice Date shall have the meaning specified in Section 3.1. "Closing Date" shall have the meaning specified in Section 2.7(b). "Closing Price" means for any day the last report- ed sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on such Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the closing sale price quoted on the Nasdaq Stock Market's National Market, or if not so quoted, as determined by the Company. "Code" means the Internal Revenue Code of 1986, as amended.
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Change of Control Notice Date has the meaning set forth in Section 6.8(b).
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Change of Control Notice Date shall have the meaning specified in Section 3.1(c)(i).
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Change of Control Notice Date the Company shall give written notice to each Holder and the Warrant Agent of the transaction that gave rise to such Change of Control and of the resulting Change of Control Redemption Right and of the Change of Control Notice Date and the Change of Control Redemption Date. To exercise such Change of Control Redemption Right, a Holder shall deliver, on or prior to the 30th day after the Change of Control Notice Date, irrevocable written notice to the Warrant Agent of such Holder’s election to exercise such Change of Control Redemption Right and the number of Warrants to be so redeemed. On the Change of Control Redemption Date, the Company shall redeem the related Warrants at the Warrant Value on such date in accordance with the procedures for Redemption set forth in Section 3.4(a). In connection with a Change of Control Redemption, not less than three Business Days prior to the Change of Control Redemption Date:
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Related to Change of Control Notice Date

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

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

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

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

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

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

  • 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.

  • 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 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 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.

  • 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 means the occurrence of any of the following:

  • 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.

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

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

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

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

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

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

  • Mandatory Purchase Event means, (i) in connection with the termination of this Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth (15th) day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 180 days from the Scheduled Termination Date of this Agreement then in effect, and (b) the Fund shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 180 days from the Scheduled Termination Date of this Agreement, or (ii) in connection with the termination of this Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth (15th) day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Fund shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 180 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of this Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth (15th) day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • 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.