Change of Control Purchase Option definition

Change of Control Purchase Option has the meaning ascribed thereto in Section 2.2(8);
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Change of Control Purchase Option shall have the meaning set forth in Section 1.5 of the Option Agreement.
Sample 1
Change of Control Purchase Option shall have the meaning set forth in Section 12.1(a).
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Examples of Change of Control Purchase Option in a sentence

  • 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 surrendered for purchase pursuant to the Change of Control Purchase Option, the Corporation has the right to redeem all the remaining outstanding Debentures on the same date and at the same price.

  • JT shall, if it so elects, exercise the Change of Control Purchase Option by written notice to Tularik and the Subsidiary as provided in Section 2.3. JT or an Affiliate shall pay the Final Change of Control Purchase Option Exercise Price in cash as provided in Section 2.4. The Change of Control Purchase Option shall expire [*] following the date upon which a Change in Control occurs.

  • Within Colombia’s National Development Plan 2006-2014, biofuel development is associated with the goal of reducing the environmental impact of the combustion of fossil fuels, notably by reducing carbon dioxide emissions ((García & Calderón, 2012).

  • The Members shall not invoke the provisions of Section 12.2 or Section 12.3 during any period when the Change of Control Purchase Option has been invoked but closing thereunder has not yet occurred.

  • Tularik hereby grants to JT an exclusive option for JT or an Affiliate of JT to purchase all issued and outstanding shares of Stock for the Final Change of Control Purchase Option Exercise Price (the "Change of Control Purchase Option").

  • A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Option pursuant to the provisions of Section 2.2(8) may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture.

  • An Initial Debenture in respect of which a holder has accepted the Change of Control Purchase Option pursuant to the provisions of Section 2.4(7) may be surrendered for conversion only if such notice of acceptance is withdrawn in accordance with this Indenture.

  • For purposes of clarity, the Change of Control Purchase Option shall apply to CHT’s Interest in the Company but not to any interest in CHT.

  • Upon the occurrence of a Change of Control, the holders of the Debentures shall, in their sole discretion, have the right to require the Corporation to purchase the Debentures (the "Change of Control Purchase Option") at a price equal to 104% of the principal amount thereof plus accrued and unpaid interest on such principal up to (but excluding) the date the Debentures are so repurchased.

  • During the period commencing upon the issuance of the Change of Control Purchase Option Notice and ending on the Change of Control Purchase Option Closing Date, all decisions regarding the management and operations of the Company, whether or not such decisions are Major Decisions, shall be decided jointly between the Members.


More Definitions of Change of Control Purchase Option

Change of Control Purchase Option shall have the meaning given in Section 2.2.
Sample 1
Change of Control Purchase Option means a Change of Control Call Option or a Put Option exercised by the Purchaser pursuant to clause (d) of the definition of Put Option Event.
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Change of Control Purchase Option shall have the meaning set forth in Section 12.1 of the JV Agreement.
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Related to Change of Control Purchase Option

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

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

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

  • 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 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 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:

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

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

  • 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).]

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

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

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

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

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

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

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

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

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

  • Early Preference Share Redemption Event means the event that occurs if:

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • 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.

  • 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.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

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

  • 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.

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