Make-Whole Acquisition definition

Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

Make-Whole Acquisition means the occurrence of a transaction described under clauses (i) or (ii) of the definition of “Fundamental Change”.

Make-Whole Acquisition means the occurrence, prior to the Full Mandatory Conversion Date, of one of the following:

Examples of Make-Whole Acquisition in a sentence

• On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company.

• Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to Make-Whole Shares in the Make-Whole Acquisition.

• To exercise a Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice delivered under clause (d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Make-Whole Acquisition Conversion option.

• On or before the twentieth day prior to the date on which the Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company.

• If a Holder does not elect to exercise its conversion option upon a Fundamental Change pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Make-Whole Acquisition Conversion option, if any, in accordance with Section 9).

More Definitions of Make-Whole Acquisition

Make-Whole Acquisition shall have the meaning set forth in the Certificate of Designation.

Make-Whole Acquisition means the occurrence of a transaction described under clauses (i) or (ii) of the definition of “Fundamental Change.”

Make-Whole Acquisition means the consummation of any acquisition (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of the Corporation or any sale, lease or other transfer of the consolidated assets of the Corporation and its subsidiaries) or a series of related transactions or events pursuant to which 90% or more of the Corporation’s outstanding shares of Common Stock are exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of which consists of cash, securities or other property that are not, or upon issuance will not be, shares of common equity or American depositary receipts in respect of common equity traded on the New York Stock Exchange, the Nasdaq Global Select Market or Nasdaq Global Market.

Make-Whole Acquisition means the occurrence, prior to the Mandatory Conversion Date, of one of the following:

Make-Whole Acquisition means, with respect to any shares of Series B Preferred Stock, the occurrence, prior to the Conversion Date for such shares, of one of the following:

Make-Whole Acquisition means the occurrence of a transaction described under clauses (i) or (ii) of the definition of “Fundamental Change”. “Make-Whole Acquisition Conversion Period” has the meaning set forth in Subdivision 3(l)(i).

Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of the consummation of any consolidation, merger, amalgamation, scheme of arrangement, other binding share exchange or reclassification or similar transaction between the Company and another Person (other than any of the Company’s subsidiaries), or any sale or other disposition in one transaction or a series of transactions of all or substantially all of the assets of the Company and its consolidated subsidiaries to another Person (other than any of the Company’s subsidiaries), in each case pursuant to which all of the issued and outstanding Common Shares will be converted into cash, securities or other property other than pursuant to a transaction in which the Persons that Beneficially Owned, directly or indirectly, voting shares of the Company immediately prior to such transaction or transactions Beneficially Own, directly or indirectly, voting shares representing a majority of the total voting power of all issued and outstanding classes of voting shares of the surviving or resulting Person immediately after the transaction or transactions; provided, however, that a Make-Whole Acquisition will not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Shares in the transaction or transactions consists of common shares (or depositary receipts in respect of common shares) that are traded on a U.S. national securities exchange or securities exchange in the European Economic Area or that will be so traded when issued or exchanged in connection with a Make-Whole Acquisition.