Fundamental Change Purchase Right definition

Fundamental Change Purchase Right has the meaning specified in Section 5.01(a).
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Fundamental Change Purchase Right has the meaning provided in Section 3.02(a).
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Fundamental Change Purchase Right. 3.09 “Global Security” 2.01 “Ineligible Consideration” 10.10 “interest” 1.03 “Judgment Currency” 11.09 “M&A Redemption” 3.01(E) “Make-Whole Applicable Increase” 10.13 “Make-Whole Cap” 10.13 “Make-Whole Conversion Period” 10.13 “Make-Whole Consideration” 10.13 “Make-Whole Effective Date” 10.13 “Notice of Default” 6.01 “Notice of Election” 3.08 “Notice of Redemption” 3.01 “Participants” 2.17 “Paying Agent” 2.03 “Physical Securities” 2.01 “Private Placement Legend” 2.19 “Redemption” 3.01 “Redemption Conversion Period” 10.13 “Reference Property” 10.10 “Registrar” 2.03 “Resale Restriction Termination Date” 2.19 “Restricted Transfer Default” 4.03 “Spin-Off” 10.05 “Successor” 5.01 “Trigger Event” 10.05
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Examples of Fundamental Change Purchase Right in a sentence

  • Unless the Notes are converted pursuant to ARTICLE 12 or are purchased or subject to purchase under the Fundamental Change Purchase Right provisions of ARTICLE 3, the principal amount of, and all accrued and unpaid Special Interest, if any, on, the Notes shall be payable in full on the Maturity Date.

  • Any Fundamental Change Purchase Notice sent to DTC by a Holder or by a broker, dealer, commercial bank, trust company or other nominee on a Holder’s behalf, and transmitted by DTC to the Paying Agent, will acknowledge, on behalf of DTC and the Holder, an agreement to be bound by the terms of the Fundamental Change Purchase Right, including those set forth in “Section 3.2 — Agreement to be Bound by the Terms of the Fundamental Change Purchase Right” below.

  • To exercise Fundamental Change Purchase Right, a holder of a beneficial interest in a Global Note must comply with the Depositary’s procedures for tendering a beneficial interest in such Global Note.

  • There are no financing conditions in connection with the Company’s obligation to consummate the Fundamental Change Purchase Right.

  • Accordingly, the forward-looking statements should be evaluated with consideration given to the risks and uncertainties that could cause actual results and events to differ materially from those contemplated by the forward-looking statements, including the possibility that there will be material changes in the value of Lennar Class A and Class B common stock, that, if known, might have affected a Noteholder’s decision whether to exercise the Fundamental Change Purchase Right.

  • The Fundamental Change Purchase Right is subject, in all respects, to the terms and conditions of the Indenture, the Notes and this Offer to Purchase and Notice of Fundamental Change Notice, Make-Whole Fundamental Change and Entry into Supplemental Indenture (this “Notice”) and any related notice materials, as amended and supplemented from time to time.

  • The remainder of this Notice of Fundamental Change contains more detailed information regarding the Fundamental Change Purchase Right.

  • Subject to the discussion under “— Backup Withholding and Information Reporting” below, a non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the disposition of Shares pursuant to the exercise of the Fundamental Change Purchase Right unless (i) such gain is “effectively connected” with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S.

  • Notwithstanding anything to the contrary in the Indenture, the Notes or the Establishing Certificate, there shall be no purchase of any Notes pursuant to this Article 13 if there has occurred and is continuing an Event of Default with respect to the Notes, other than an Event of Default that would be cured by the payment of the consideration payable as herein provided for the repurchase of Notes as to which the related Fundamental Change Purchase Right has been exercised.

  • If you exercise your Fundamental Change Purchase Right by delivering a Fundamental Change Repurchase Notice with respect to your Debentures, you will not be able to convert such Debentures unless you validly withdraw your Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time.


More Definitions of Fundamental Change Purchase Right

Fundamental Change Purchase Right has the meaning specified in Section 11.1.
Sample 1

Related to Fundamental Change Purchase Right

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

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

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

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • 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.

  • Purchase Right means an option to purchase shares of Common Stock granted pursuant to the Plan.

  • 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.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).