Change of Control Put Option Notice definition

Change of Control Put Option Notice means a notice of exercise relating to the change of control put option contained in Condition 9(e)(ii) (Redemption and Purchase – Redemption at the option of Noteholders), substantially in the form set out in Schedule 5 (Form of Change of Control Put Option Notice) or such other form as may from time to time be agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;
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Change of Control Put Option Notice means a notice of exercise relating to the Change of Control Put Option as defined in Condition 6(D) which, where the Notes to be redeemed are represented by Definitive Certificates, shall be substantially in the form set out in Schedule 3 and, where the Notes to be redeemed are represented by a Global Certificate, such form as is deemed by the receiving Paying Agent to be in accordance with the standard procedures of Euroclear or Clearstream, Luxembourg or such other form as may from time to time be agreed between the Issuer and the Trustee, with the prior written consent of the Principal Paying Agent, and distributed to each Agent;
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Change of Control Put Option Notice to the Noteholders in accordance with Condition 14 (Notices) specifying the nature of the Change of Control Put Event and the procedure for exercising the Put Option. In order to exercise the Change of Control Put Option, the holder of a Note must, during the period commencing on the occurrence of a Change of Control Put Event and ending 60 days after such occurrence or, if later, 60 days after the date on which the Change of Control Put Option Notice is given to Noteholders as required by this Condition 5(c) (the “Change of Control Put Period”), deposit with any Paying Agent such Note together with all unmatured Coupons relating thereto and a duly completed notice in the form obtainable from any Paying Agent (the “Put Option Notice”). The Paying Agent with which a Note is so deposited shall deliver a duly completed receipt (the “Change of Control Put Option Receipt”) to the depositing Noteholder. No Note, once deposited with a duly completed Put Option Notice in accordance with this Condition 5(c), may be withdrawn; provided that if, prior to the relevant Change of Control Put Date, any such Note becomes immediately due and payable or payment of the redemption moneys is improperly withheld or refused on the Change of Control Put Date, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 5(c), the depositor of such Note and not such Paying Agent shall be deemed to be the holder of such Note for all purposes. The Issuer shall at its option redeem or purchase (or procure the purchase of) the Notes the subject of each Change of Control Put Option Notice given under this Condition 5(c) on the date (the “Change of Control Put Date”) which is seven days after the expiration of the Change of Control Put Period unless previously redeemed or purchased and cancelled. In these Conditions: A “Change of Control” shall be deemed to have occurred each time (whether or not approved by the board of directors of the Issuer) that any person or persons acting in concert or any person acting on behalf of such person(s) (other than, in each case, any member(s) of the Rubiralta Fam...
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Examples of Change of Control Put Option Notice in a sentence

  • The Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Change of Control Put Option Notice.

  • All notices and communications relating to this Change of Control Put Option Notice should be sent to the address specified below.

  • We hereby acknowledge receipt of a Change of Control Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the principal amount specified below and evidenced by the Individual Note Certificate(s) referred to below.

  • We hereby acknowledge receipt of a Change of Control Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below.

  • Barring travel deemed necessary in support of technical review, required review is expected to take thirty (30) working days from receipt of SAR package.

  • In the event that, pursuant to such Conditions and the Agency Agreement, the Noteholder becomes entitled to the return of such Individual Note Certificate(s), we will return such Individual Note Certificate(s) to the Noteholder by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice.

  • Change of Control Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9.6 (Change of Control Put Option) on [date].

  • Each Paying Agent shall make available to holders of Definitive Notes or Individual Note Certificates during the period specified in Condition 9(f) (Redemption at the option of Noteholders) for the deposit of Put Option Notices or during the Change of Control Put Period specified in Condition 9(g) (Change of Control Put Option) (as applicable) forms of Put Option Notice or Change of Control Put Option Notice (as applicable) upon request during usual business hours at its Specified Office.

  • A Change of Control Put Option Notice given by a holder of any Note shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and is continuing, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Change of Control Put Option Notice.

  • The Issuer shall at its option redeem or purchase (or procure the purchase of) the Notes, which are the subject of each Change of Control Put Option Notice on the date (the “Change of Control Put Date”) seven days after the expiration of the Change of Control Put Period unless previously redeemed or purchased and cancelled.


More Definitions of Change of Control Put Option Notice

Change of Control Put Option Notice means a notice of exercise relating to the change of control put option contained in Condition 9(g) (Change of Control Put Option), substantially in the form set out in Schedule 6 (Form of Change of Control Put Option Notice) or such other form as may from time to time be agreed between the Issuers and the Fiscal Agent and distributed to each Paying Agent;
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Change of Control Put Option Notice means a notice of exercise relating to the change of control put option contained in Condition 9(g) (Change of Control Put Option), substantially in the form set out in Schedule 6 (Form of Change of Control Put
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Change of Control Put Option Notice has the meaning given in Condition 7(f) (Redemption and Purchase – Redemption at the option of the Noteholders following a Change of Control);
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Change of Control Put Option Notice in the form obtainable from any Paying, Transfer and Conversion Agent. Payment in respect of any such Note shall be made by transfer to a Euro account with a bank in a city in which banks have access to the TARGET2 System as specified by the relevant Noteholder in the relevant Change of Control Put Option Notice. No Note, once deposited with a duly completed Change of Control Put Option Notice in accordance with this Condition 7(f), may be withdrawn; provided, however, that if, prior to the Change of Control Put Date, any such Note becomes immediately due and payable or, upon due presentation of any such Note on the Change of Control Put Date, payment of the redemption moneys is improperly withheld or refused, the relevant Paying, Transfer and Conversion Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder.
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Change of Control Put Option Notice means a notice of exercise relating to the change of control put option contained in Condition 9.6 (
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Related to Change of Control Put Option 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 Purchase Price shall have the meaning specified in Section 10.1.

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

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

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

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

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • 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 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.

  • Early Termination Notice is defined in Section 4.2 of this Agreement.

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

  • Put Option Event means a Change of Control Event.

  • 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).]

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Early Termination Notice Date Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) is less than 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included in the Trust Fund.

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

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

  • Repurchase Notice has the meaning set forth in Section 8.6(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.

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

  • 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.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Redemption Notice means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.