Change of Control Time definition

Change of Control Time means the earlier of the public announcement of (i) a Change of Control or (ii) (if applicable) the Company’s intention to effect a Change of Control.
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Change of Control Time means the earlier of the public announcement of (1) a Change of Control or (2) (if applicable) the Company’s intention to effect a Change of Control.
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Change of Control Time has the meaning set out in Section 1.4(a).
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Examples of Change of Control Time in a sentence

  • Upon the later to occur of the expiry of the Notice Period and the Change of Control Time, and conditional upon the completion of the Change of Control, all outstanding unexercised Options, whether vested or unvested, shall immediately expire and cease to have any further force or effect.

  • In lieu of exercising an Option as set forth in Section 9.1(a), an Optionee may, prior to the expiry of the Notice Period, elect in its Exercise Notice to surrender the applicable portion of the Option to the Company at the address set out in Section 8.1 in consideration for a number of Shares determined in accordance with the formula set out in Section 8.2(c), except that for the purposes of such formula the Market Price of a Share shall be determined as of the Change of Control Time.

  • The exercise or surrender of any Option in accordance with thisArticle 9 shall be effective as of the later to occur of delivery of the notice of exercise and the time that is immediately prior to the Change of Control Time, and shall be conditional upon the completion of the Change of Control.

  • The Debentureholders shall have the right, exercisable at any time prior to the Change of Control Time of Expiry and in the Debentureholders sole discretion, to require the Corporation to either: (i) purchase the Initial Debentures, in whole or in part, at a price (the "Offer Price") equal to 100% of the Aggregate Amount (the "Change of Control Offer"); or (ii) convert the Aggregate Amount of the Initial Debentures into Common Shares at the Conversion Price.


More Definitions of Change of Control Time

Change of Control Time means the effective time of the consummation of a Change of Control;
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Related to Change of Control Time

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

  • 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.

  • 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.

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

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

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

  • 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 Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

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

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

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

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

  • 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 Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

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

  • Change in Control Termination means that while this Agreement is in effect:

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

  • 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:

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

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

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

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

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

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

  • 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.

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