Change of Control Trigger Date definition

Change of Control Trigger Date has the meaning ascribed thereto in Section 7.12 hereof.
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Change of Control Trigger Date means the first date from and after the Initial Issue Date on which no “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owns in excess of fifty percent (50%) of the Common Stock on an as-converted basis.
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Change of Control Trigger Date means [***] the effective date of such Change of Control transaction occurred. By way of example only, if the effective date of a Change of Control transaction occurred July 31, 2021, then the Change of Control Trigger Date would be [***].
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Examples of Change of Control Trigger Date in a sentence

  • Failure to give notice to any holder of Class A Preferred Units shall not affect the validity of the proceedings for the Mandatory Change of Control Redemption of any Class A Preferred Units being redeemed or the Partnership’s obligations to redeem the Class A Preferred Units no later than 10 days following the Mandatory Change of Control Trigger Date.

  • Such notice shall state: (A) the redemption date, which shall be no later than 30 days following the Mandatory Change of Control Trigger Date; (B) the redemption price; (C) the number of Class A Preferred Units to be redeemed; (D) the place or places where the Class A Preferred Units are to be surrendered (if so required in the notice) for payment of the redemption price; and (E) that distributions on the Class A Preferred Units to be redeemed will cease to accrue on such redemption date.

  • Failure to give notice to any holder of Class A Preferred Units shall not affect the validity of the proceedings for the Mandatory Change of Control Redemption of any Class A Preferred Units being redeemed or the Partnership’s obligations to redeem no later than 30 days following the Mandatory Change of Control Trigger Date.

  • Within 30 days following any Change of Control Trigger Date, subject to the provisions of the Indenture, the Company shall mail a notice to each Holder of Notes at such Holder's registered address setting forth the procedures governing the Offer as required by the Indenture.

  • On or before the twentieth (20th) Business Day prior to the effective date of a Change of Control after the Change of Control Trigger Date (or, if later, promptly after the Company discovers that a Change of Control may occur), the Company will send to each Holder a notice of such Change of Control (a “Change of Control Notice”).

  • The Company will not voluntarily take any action, or voluntarily engage in any transaction, that would result in a Change of Control after the US3707275 Change of Control Trigger Date unless the Company has (and will have through the date of payment) sufficient funds legally available to fully pay the maximum aggregate Change of Control Repurchase Price that would be payable in respect of such Change of Control on all shares of Conversion Preferred Stock then outstanding.

  • Upon the occurrence of a Change of Control (such date being the "Change of Control Trigger Date"), each Holder of Notes shall have the right to require the Company to purchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to an Offer (as defined in the Indenture) pursuant to Section 3.08 of the Indenture at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of purchase.

  • The Change of Control Repurchase Date for any Change of Control after the Change of Control Trigger Date will be a Business Day of the Company’s choosing that is no more than sixty (60), nor less than thirty (30), calendar days after the date the Company sends the related Change of Control Notice pursuant to Section 8(e).

  • By way of example only, if the effective date of a Change of Control transaction occurred July 31, 2021, then the Change of Control Trigger Date would be [***].

  • Upon the occurrence of a Change of Control (such date being the "Change of Control Trigger Date"), each Lender will have the right to require the Borrowers to immediately prepay, in whole or in part, the Term Loans, plus accrued and unpaid interest to the date fixed for such prepayment (including, without limitation, any deferred interest), together with any other fees, costs or expenses accrued or incurred to such date.


More Definitions of Change of Control Trigger Date

Change of Control Trigger Date means, with respect to any Change of Control of Borrower, or any transaction or event that, if consummated, would constitute, a Change of Control of Borrower, a date specified by Administrative Agent in writing to Borrower; provided that, with respect to any potential Change of Control, if Borrower has delivered prompt notice thereof to Administrative Agent pursuant to Section 5.02(b), the related Change of Control Trigger Date shall not be earlier than (i) if Borrower has delivered to Administrative Agent any documentation and any other due diligence materials and information reasonably requested by Administrative Agent regarding such potential transaction or event and the parties thereto, and Administrative Agent is reasonably satisfied therewith, including, without limitation, that (a) the Total Accrued Loan Amount will be repaid on or before consummation of the relevant transaction or event and (b) such repayment will not give rise to any legal, regulatory or reputational risks to, or violate any related policies of, the Lenders, the date on which such Change of Control is consummated or effected or (ii) otherwise, the later of (x) the date that is 30 days prior to the date on which such Change of Control is to be consummated or effected and (y) the fifth Business Day following delivery of such notice (provided that the related Change of Control Trigger Date determined pursuant to this clause (y) shall not be later than the third Business Day prior to the date on which such Change of Control is to be consummated or effected).
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Change of Control Trigger Date means (i) the date a definitive agreement is signed with respect to the Change of Control transaction, if applicable; or (ii) the date of the consummation of the Change in Control.
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Change of Control Trigger Date means, with respect to any Change of Control of Borrower, or any transaction or event that, if consummated, would constitute, a Change of Control of Borrower, a date specified by Administrative Agent in writing to Borrower; provided that, with respect to any potential Change of Control, if Borrower has delivered prompt notice thereof to Administrative Agent pursuant to Section 5.02(b), the related Change of Control Trigger Date shall not be earlier than (i) if Borrower has delivered to Administrative Agent any documentation and any other due diligence materials and information reasonably requested by Administrative Agent regarding such potential transaction or event and the parties thereto, and Administrative Agent is reasonably satisfied therewith, including, without limitation, that (a) the Total Accrued Loan Amount will be repaid on or before consummation of the relevant transaction or event and (b) such repayment will not give rise to any legal, regulatory or reputational risks to, or violate any related policies of, the Lenders, the date on which such Change of Control is consummated or effected or (ii) otherwise, the later of (x) the date that is 30 days prior to the date on which such Change of Control is to be consummated or effected and (y) the fifth Business Day following delivery of such notice (provided that the related Change of Control Trigger Date determined pursuant to this clause (y) shall not be later than the third Business Day prior to the date on which such Change of Control is to be consummated or ef fected).
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Related to Change of Control Trigger Date

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

  • 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.

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

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

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

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

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

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

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

  • 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).]

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

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

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

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

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

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

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

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

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