Fundamental Change Repurchase Election definition

Fundamental Change Repurchase Election has the meaning specified in Section 3.05(c)(i).
Sample 1Sample 2Sample 3
Fundamental Change Repurchase Election has the meaning specified in Section 3.04(c)(i).
Sample 1Sample 2Sample 3
Fundamental Change Repurchase Election has the meaning specified in Section 3.06(c)(i).
Sample 1Sample 2

Examples of Fundamental Change Repurchase Election in a sentence

  • If a holder fails to indicate such holder's choice with respect to the election set forth in Section 3.06(c)(i)(d), such holder shall be deemed to have elected to receive cash in respect of the entire Fundamental Change Repurchase Price for all Debentures subject to such Fundamental Change Repurchase Election in the circumstances set forth in Section 3.06(c)(i)(d).

  • If a holder fails to indicate such holder’s choice with respect to the election set forth in Section 3.05(c)(i)(d), such holder shall be deemed to have elected to receive cash in respect of the entire Fundamental Change Repurchase Price for all Debentures subject to such Fundamental Change Repurchase Election in the circumstances set forth in Section 3.05(c)(i)(d).

  • Notes in respect of which a Fundamental Change Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 15 hereof on or after the date of the delivery of such Fundamental Change Repurchase Election unless such Fundamental Change Repurchase Election has first been validly withdrawn.

  • Signature Guarantee NOTICE: The signature on the Exchange Notice, the Fundamental Change Repurchase Election, the Company Repurchase Election or the Assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

  • The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agency Agreement, dated as of [ ], 2021 (the “Warrant Agreement”) between the Company and Mountain Share Transfer, Inc.

  • For a Note to be so repurchased at the option of the holder, the Company must receive at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, such Note with the form entitled "Form of Fundamental Change Repurchase Election" on the reverse thereof duly completed, together with such Note, duly endorsed for transfer, before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date.

  • Holders have the right to withdraw a Fundamental Change Repurchase Election by delivering to the Paying Agent a written notice of withdrawal up to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, all as provided in the Indenture.

  • Holders have the right to withdraw any Fundamental Change Repurchase Election by delivering to the Trustee (or other Paying Agent appointed by the Company) a written notice of withdrawal up to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, all as provided in the Indenture.

  • The Paying Agent will promptly return to the respective holders thereof any Notes (x) with respect to which a Fundamental Change Repurchase Election has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Fundamental Change Repurchase Price with respect to such Notes) in which case, upon such return, the Fundamental Change Repurchase Election with respect thereto shall be deemed to have been withdrawn.

  • Notes in respect of which a Fundamental Change Repurchase Election has been given by the holder thereof may not be converted pursuant to Article 14 hereof on or after the date of the delivery of such Fundamental Change Repurchase Election unless such notice has first been validly withdrawn.


More Definitions of Fundamental Change Repurchase Election

Fundamental Change Repurchase Election has the meaning specified in Section 3.07(c)(i).
Sample 1
Fundamental Change Repurchase Election. Fundamental Change Repurchase Date" "Fundamental Change Repurchase Notice" "Fundamental Change Repurchase Price" "Global Note" "Moody's" "non-electing share" "Note Register" "Note Registrar" "Purchased Shares" "Redemption Date" "Redemption Notice" "Redemption Price" "Restricted Securities" "Special Record Date" "S&P" 5.09 15.05(l) 2.05(b) 3.07(a) 15.02(h) 15.02(g)(i) 15.02(g)(i) 3.06(a) 3.06(c)(i) 3.06(b) 3.06(a) 4.01 15.02(c) 15.02(a) 15.02(g)(i) 15.04 15.02(g)(i) 2.03 15.05(l) 7.01 15.05(e) 3.09 15.02(g) 3.05(c)(i) 3.05(a) 3.05(b) 3.05(a) 2.02 15.01(a)(v) 15.06 2.05 2.05 15.05(e)(i) 3.02(a) 3.02(a) 3.01 2.05(c) 2.03 15.01(a)(v)
Sample 1
Fundamental Change Repurchase Election. 3.01(c)(i) “Fundamental Change Repurchase Date” 3.01(a) “Fundamental Change Repurchase Price” 3.01(a) “Global Note” 2.02 “Guarantee Blockage Notice” 17.03 “Guarantee Payment Blockage Period” 17.03 “Guaranteed Obligations” 16.02 “non-electing share” 14.06 “Note Register” 2.05(a) “Note Registrar” 2.05(a) “Payment Blockage Period” 16.03 “pay its Guarantee” 17.03 “pay the Notes” 15.03 “Public Acquirer Change of Control” 14.01(f) “Public Acquirer Common Stock” 14.01(f) “Purchased Shares” 14.05(f)(i) “Remaining Shares” 14.01(a) “Required Cash Amount” 14.01(a) “Restricted Securities” 2.05(c) “Special Record Date” 2.03 “Successor Company” 11.01(a) “Successor Guarantor” 11.01(b)
Sample 1

Related to Fundamental Change Repurchase Election

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

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

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

  • 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 Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Fundamental Change Notice has the meaning specified in Section 3.05(b).

  • Fundamental Change Purchase Date has the meaning specified in Section 3.01(a).

  • Fundamental Change Purchase Price has the meaning specified in Section 3.01(a).

  • 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.

  • 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).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

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

  • 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.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

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

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • 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:

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Early Repurchase Date shall have the meaning specified in Section 3(d) of this Agreement.

  • 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.