Change of Control Purchase Offer definition

Change of Control Purchase Offer has the meaning ascribed thereto in Section 2.4(j)(i);
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Change of Control Purchase Offer means any offer to purchase the Existing Safeway Notes upon a “Change of Control Triggering Event” pursuant to the indenture and other documents governing the Existing Safeway Notes.
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Change of Control Purchase Offer has the meaning ascribed thereto in Section 7.1(a);
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Examples of Change of Control Purchase Offer in a sentence

  • Upon the occurrence of a Change of Control of the Corporation, the Corporation is required to make an offer to purchase all of the Debentures at a price equal to 100% of the principal amount of such Debentures plus accrued and unpaid interest (if any) up to, but excluding, the date the Debentures are so repurchased (the "Change of Control Purchase Offer").

  • The conversion rate is subject to adjustment in certain circumstances described below.A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer (as defined herein), requiring the Corporation to purchase the Debenture may be surrendered for conversion only if such notice is withdrawn in accordance with the Indenture.

  • If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding Debentures on the same date and at the same price, subject to the terms and conditions described in the Indenture.

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  • If 90% or more of the aggregate principal amount of the Initial Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered to the Corporation pursuant to an the Change of Control Purchase Offer made to the holders of all Initial Debentures, the Corporation will have the right to redeem all the remaining Initial Debentures for cash at the Conversion Price.

  • The Debenture Trustee will promptly thereafter deliver, by prepaid courier or mail, the Change of Control Purchase Offer to the holders of all Initial Debentures then outstanding, at their addresses appearing in the registers of holders of Initial Debentures maintained by the Debenture Trustee.

  • If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Purchase Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price, subject to the terms and conditions described in the Indenture.

  • The Change of Control Purchase Offer shall state that holders of Initial Debentures may accept the Change of Control Purchase Offer in respect of all or a portion (in a minimum amount of $1,000 principal amount and multiples thereof) of their Initial Debentures.

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More Definitions of Change of Control Purchase Offer

Change of Control Purchase Offer are defined in Section 9.17.
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Change of Control Purchase Offer has the meaning ascribed thereto in Section 2.4(k)(i);
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Change of Control Purchase Offer has the meaning specified in Section 1009.
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Change of Control Purchase Offer has the meaning ascribed thereto in Section 2.8(1)(a); “Co-Lead Agents” means Canaccord Genuity Corp. and Gravitas Securities Inc.;
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Change of Control Purchase Offer has the meaning set forth in Section 2(k)8(A).
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Related to Change of Control Purchase Offer

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

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

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

  • Control Purchase means any transaction (or series of related transactions) in which (1) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase any Common Stock of the Company (or securities convertible into Common Stock of the Company) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (2) any person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the Distribution Date, and (b) the respective family members, estates and heirs of each of the persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such persons or their respective family members or heirs. As used with respect to any person, the term “family member” means the spouse, siblings and lineal descendants of such person.

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

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • 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.

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

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

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

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

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

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

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

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

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

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

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • 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 Payment Date has the meaning provided in Section 4.15.

  • Control Transaction means any of the following transactions or any combination thereof:

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

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.