Change of Control Termination Notice definition

Change of Control Termination Notice is defined in Section 4.2.
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Change of Control Termination Notice shall have the meaning set forth in Section 13 of this Agreement.
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Change of Control Termination Notice means a notice of termination delivered by the Agent to the Company pursuant to the terms of Clause 8.2(a) (Change of Control).
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Examples of Change of Control Termination Notice in a sentence

  • The Notice and Claims Agent shall tabulate Ballots on a Debtor-by-Debtor basis; c.

  • If the Manager or Residential so elects to terminate this Agreement pursuant to this Section 16, the Effective Termination Date shall be the date specified in the Change of Control Termination Notice, but in any event no later than thirty (30) days after the Residential Change of Control.

  • Upon receipt of such Change of Control Termination Notice that Facility will be cancelled as set forth in paragraph (c) below and all Utilisations shall be repaid together with accrued interest as set forth in paragraph (b) below.

  • If, at any time within seven hundred and thirty (730) days after a Change in Control occurs, and the Company terminates the Employee's employment by a Qualifying Termination, then the Employee may, at his option and in his sole discretion, tender to the Company a signed and dated Change of Control Termination Notice specifying the factual basis of the Change of Control and the basis for Employee's termination.

  • If the Advisor or the Company so elects to terminate this Agreement pursuant to this Section 13, the Termination Date shall be the date specified in the Change of Control Termination Notice, but in any event no later than thirty (30) days after the Change of Control of the Company.

  • If Licensee delivers a Change of Control Termination Notice within such time period, the termination of this Agreement shall be effective upon the later of (a) one hundred fifty (150) days from the date on which the Change of Control Termination Notice is received by Licensor or (b) the effective date of such Change of Control.

  • In the event the actual Supplemental Fee exceeds the Supplemental Fee Estimate by more than [*], Interplay shall have the right to revoke the Change of Control Termination Notice by delivery of written notice to VIE Acquisition Group within ten (10) business days of its receipt of the notice of the actual Supplemental Fee.

  • Notwithstanding anything to the --------------------------- contrary in the Operating Agreement, the Distribution Agreement or the Publishing Agreement, in the event of a Change in Control (as defined below) of Interplay, Interplay shall have the right to withdraw as a Member from VIE Acquisition Group under the terms and conditions set forth in this Section 1 by written notice to VIE Acquisition Group (the "Change of Control Termination Notice").

  • Licensee shall have no further payment obligation pursuant to Section 8.1.2 for any milestones that may be achieved after the date of the Change of Control Termination Notice.

  • Interplay shall thereafter have ten (10) business days to revoke its Change of Control Termination Notice by delivery of written notice to VIE Acquisition Group.


More Definitions of Change of Control Termination Notice

Change of Control Termination Notice shall have the meaning set forth in Section 14.3.3.
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Related to Change of Control Termination Notice

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • 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.

  • Special Termination Notice means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.

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

  • 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.

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

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

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

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

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

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

  • 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.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Early Termination Event has the meaning specified in Section 9.2.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

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

  • Event Termination Date See Section 2(e) hereof.