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 Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).
Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).
Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).
Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.
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.
Fundamental Change Notice has the meaning specified in Section 3.05(b).
Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.
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).
Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).
Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.
Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:
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.
Make-Whole Fundamental Change Conversion Period has the following meaning:
Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.
Change of Control Redemption Price shall have the meaning set forth in Section 7.3;
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.
Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.
Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.
Repurchase Value means the Fair Market Value in the event the award to be repurchased under Section 10.2 is comprised of shares of Common Stock and the difference between Fair Market Value and the Exercise Price (if lower than Fair Market Value) in the event the award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award.
Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.
Change of Control Purchase Price shall have the meaning specified in Section 10.1.
Change of Control Redemption Date shall have the meaning set forth in Section 7.2;
Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.
Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.