Make-Whole Acquisition definition

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

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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 also shall be sent by or on behalf of the Depositary, by first-class mail, postage prepaid, to the holders of Receipts.

• In the event that Make-Whole Acquisition Conversion or, if applicable, a Fundamental Change conversion is elected by a holder with respect to less than all Depositary Shares as evidenced by a surrendered Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected.

• The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment and the denominator of which is the Conversion Rate as so adjusted.

• In the event of a Make-Whole Acquisition in which the Company’s Common Stock shall be changed into or exchanged for other securities or property (including cash), each share of Convertible Preferred Stock shall be entitled, upon such subsequent conversion, to an amount per share equal to the consideration into which or for which each share of Common Stock is changed or exchanged.

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

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 C 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 12(a).

Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of the consummation of any consolidation, merger, 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 Stock 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 stock of the Company immediately prior to such transaction or transactions Beneficially Own, directly or indirectly, shares of voting stock representing a majority of the total voting power of all issued and outstanding classes of voting stock 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 Stock in the transaction or transactions consists of common stock (or depositary receipts in respect of common stock) 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.