Change of Control Prepayment Event definition

Change of Control Prepayment Event occurs if, within the period of 90 days from and including the date on which a Change of Control occurs, either (a) a Rating Downgrade in respect of that Change of Control occurs or (b) at such time there is no rating of the Notes by a Rating Agency and the Issuer fails to obtain (whether by failing to seek a rating at its own discretion or otherwise) a rating of the Notes from a Rating Agency of at least Investment Grade.
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Change of Control Prepayment Event is defined in Section 8.3(a).
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Change of Control Prepayment Event means (i) the occurrence of a Change of Control and (ii) the delivery to the Company of written notice from the Administrative Agent (acting on instructions from the Required Lenders) to the effect that the Required Lenders have determined in good faith that the occurrence of such Change in Control makes it unlikely that the conditions to the obligations of the Permanent Lender or the Supplemental Permanent Lender, as applicable, under the then effective Project Take-Out Agreements (and Project Commitments referred to therein) will be satisfied at the times the Projects being financed hereunder are expected to be refinanced pursuant to such Project Take-Out Agreements.
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Examples of Change of Control Prepayment Event in a sentence

  • If a Change of Control Prepayment Event has occurred, such notice shall contain and constitute an offer by the Issuer to prepay Notes as described in paragraph (b) of this Section 8.7 and shall be accompanied by the certificate described in paragraph (e) of this Section 8.7.

  • Promptly upon becoming aware that a Change of Control Prepayment Event has occurred, and in any event not later than 21 days after the occurrence of such Change of Control Prepayment Event, the Company shall give written notice (the “Change of Control Event Notice”) of such fact to all holders of the Notes.

  • If a Change of Control Prepayment Event has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.7.

  • The Company will, within 30 days after any Responsible Officer has knowledge of the occurrence of any Change of Control Prepayment Event, give written notice of such Change of Control Prepayment Event to each holder of Notes.

  • On the date on which a Change of Control Prepayment Event occurs, notwithstanding anything to the contrary contained in this Agreement or any of the other Credit Documents, no further Borrowings shall be made and the then outstanding principal amount of all Loans of all Borrowers, if any, shall become due and payable and the Company shall cause each applicable Borrower to, and each applicable Borrower shall, prepay its Loans in full.

  • If any holder shall reject (or be deemed to have rejected) such offer with respect to any Note held by such holder on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.4 to require prepayment of such Note for which such offer was rejected (or deemed rejected) in respect of such Change of Control Prepayment Event but not in respect of any subsequent Change of Control Prepayment Event.


More Definitions of Change of Control Prepayment Event

Change of Control Prepayment Event is defined in clause (b) of Section 3.1.2.
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Change of Control Prepayment Event has the meaning given to the term “Change of Control Repurchase Event” in Schedule 17 (New York Law Definitions).
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Change of Control Prepayment Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. AVON PRODUCTS, INC. NOTE PURCHASE AGREEMENT
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Change of Control Prepayment Event is defined in CLAUSE (B) of SECTION 3.1.2.
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Related to Change of Control Prepayment Event

  • Asset Sale Prepayment Event shall not include any transaction permitted by Section 10.4 (other than transactions permitted by Section 10.4(b) and Section 10.4(o), which shall constitute Asset Sale Prepayment Events).

  • Mandatory Prepayment Event means any of the following:

  • Foreign Prepayment Event has the meaning assigned to such term in Section 2.11(g).

  • Prepayment Event means any Asset Sale Prepayment Event, Debt Incurrence Prepayment Event, Casualty Event or any Permitted Sale Leaseback.

  • Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Change of Control Payment Date has the meaning provided in Section 4.15.

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

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

  • Change of Control Payment has the meaning set forth in Section 4.01(b).

  • Change of Control Redemption Premium means 125%.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

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

  • Debt Incurrence Prepayment Event means any issuance or incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o) or, except to the extent accompanied by a corresponding reduction of the Revolving Credit Commitments Section 10.1(y)).

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

  • Change of Control Payments means all change of control, bonus or other similar payments that are payable by the Company Group to any Person in conjunction with the consummation of the transactions contemplated hereby, together with any employer-paid portion of any employment and payroll taxes related thereto.

  • Principal Prepayment Amount For any Distribution Date and for any Loan Group, the sum with respect to the Mortgage Loans in such Loan Group of (i) Curtailments received during the Prior Period from such Mortgage Loans and (ii) Payoffs received during the Payoff Period from such Mortgage Loans.

  • 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 Repurchase Event means the occurrence of both a Change of Control and a Ratings Event.

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

  • Required Prepayment Date as defined in Section 2.15(c).

  • 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:

  • ECF Prepayment Amount has the meaning assigned to such term in Section 2.11(b)(i).

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

  • 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).

  • Discounted Prepayment Determination Date has the meaning set forth in Section 2.05(a)(v)(D)(3).

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