Mandatory Repurchase Event definition
Mandatory Repurchase Event has the meaning specified in Section 5.01(d)(i).
Mandatory Repurchase Event means the occurrence of any one of any of the following events after the Closing Date: (a) any Person together with all affiliates and associates of such Person (other than a Person, or the Affiliates and associates of such Person, who is a shareholder on the date hereof), shall become the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors; (b) Persons who constitute the Company's Board of Directors as of the date hereof cease for any reason other than as currently provided under the Restated Articles and the Stockholders' Agreement, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board; (c) the Board of Directors or shareholders of the Company shall approve (i) any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate 50% or more of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (ii) any sale of all or substantially all of the assets of the Company, and (iii) any plan or proposal for the liquidation or dissolution of the Company; (d) the Company's initial public offering of its capital stock or (e) notwithstanding subsection (a) above, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Foxman Family, LLC becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors.
Mandatory Repurchase Event means:
Examples of Mandatory Repurchase Event in a sentence
As soon as possible, and in any event within five (5) Business Days after the occurrence of a Mandatory Repurchase Event, the Company shall furnish to each Noteholder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event and shall also state if the Convertible Notes are still outstanding that the Noteholders have the right to convert the Convertible Notes at any time.
So long as any Convertible Notes are outstanding, the Company shall provide written notice to each Noteholder at least thirty (30) Business Days prior to the occurrence or closing of a Mandatory Repurchase Event or a public offering of securities by the Company setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event or public offering and also stating that the Noteholders have the right to convert the Convertible Notes at any time.
The Transferor shall deliver to the Seller, the Issuer and the Bond Trustee promptly after having obtained knowledge thereof, written notice in an Officers' Certificate of any Indemnification Event or Mandatory Repurchase Event or any event which, with the giving of notice or the passage of time, would become an Indemnification Event or Mandatory Repurchase Event.
On or before the twenty- eighth day after the occurrence of a Put Event or a Mandatory Repurchase Event, the Corporation shall notify the Trustee of such event.
The occurrence of any such Mandatory Repurchase Event shall constitute an irrevocable offer by the Borrower to purchase all of the Notes held by such Noteholder at the one hundred one percent (101%) of the sum of the principal amount to be redeemed, together with all accrued and unpaid interest on the amount so purchased through the date of purchase.
More Definitions of Mandatory Repurchase Event
Mandatory Repurchase Event means (i) the occurrence of any Change of Control; (ii) (A) Seller shall have defaulted or failed to perform under any Indebtedness or other contract, agreement or transaction to which it is a party, which default involves the failure to pay an obligation in excess of $250,000 or (B) Guarantor shall have defaulted or failed to perform under any Indebtedness or other contract, agreement or transaction to which it is a party, which default involves the failure to pay an obligation in excess of $10,000,000; provided, however, that any such default, failure to perform or breach shall not constitute a default if (I) Seller or Guarantor, as the case may be, cures such default, failure to perform or breach, as the case may be, within the grace period, if any, provided under the applicable agreement or (II)(a) such default, failure to perform or breach is a failure to pay or deliver caused by an error or omission of an administrative or operational nature, (b) funds or the assets to be delivered were available to Seller or Guarantor, as applicable, to enable it to make the relevant payment or delivery when due and (c) such payment or deliver is made within one (1) Business Day following the earlier of Seller’s or Guarantor’s actual knowledge of such failure to pay or Seller’s or Guarantor’s receipt of written notice thereof; or (iii) an “event of default” or “facility termination event” (as defined in the agreements relating to a facility described below), by Seller, Guarantor or a Subsidiary of Guarantor beyond any applicable notice and cure period, shall have occurred under (A) any repurchase facility, loan facility or hedging transaction entered into by Guarantor or any Subsidiary of Guarantor and Buyer or any Affiliate of Buyer, (B) any repurchase facility, loan facility or hedging transaction with Buyer or any Affiliate of Buyer in which Guarantor or any Subsidiary of Guarantor is a guarantor or (C) any Hedging Transaction entered into by Seller, Guarantor or any Subsidiary of Guarantor or in which Seller, Guarantor or any Subsidiary of Guarantor is a guarantor; provided that, in respect of this clause (iii), (I)(a) none of Seller, Guarantor or any Subsidiary of Guarantor shall be deemed to be in default of any Indebtedness where Buyer or any of its present or future Affiliates is counterparty in its capacity as a prime broker or custodian under a prime brokerage arrangement where Buyer or any such present or future Affiliate either (i) fails to give notice o...
Mandatory Repurchase Event means the occurrence of any one of any of the following events: (a) the stockholders of Borrower immediately after giving effect to the consummation of the Related Transactions, shall collectively cease to, directly or indirectly, own and control a majority of the outstanding equity interests of Borrower; (b) a majority of Borrower’s board of directors (or similar governing body) shall cease to consist of the directors (or similar parties) of Borrower on the Closing Date (after giving effect to the Related Transactions) and other directors (or similar parties) whose nomination for election to Borrower’s board of directors (or similar governing body) is recommended by at least a majority of the foregoing described directors (or similar parties), (c) any change in equity ownership of the Borrower which would result in TA ceasing at any time to, directly or indirectly, have the power to elect a majority of the Board of Directors of the Borrower, (d) there shall be consummated (i) any consolidation or merger of Borrower where the equity interest holders of Borrower, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares or other equity interests representing a majority of the voting power of the corporation or other entity issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation or other entity, if any), (ii) any sale or transfer of all or substantially all of the assets of Borrower and its Subsidiaries, taken as a whole, and (iii) any plan or proposal for the liquidation, winding up or dissolution of Borrower or any material Subsidiary (as the case may be) or (e) Borrower’s initial public offering of its equity interests.
Mandatory Repurchase Event means either (i) a rating of the Notes by one or more Rating Agencies that is lower than the Lowest Investment Grade, or (ii) failure of the Corporation to obtain a rating for the Notes from a Rating Agency within 60 days following any date on which the Notes are not rated by at least one Rating Agency.
Mandatory Repurchase Event means a situation where the aggregate outstanding Nominal Amount falls below SEK 250,000,000 due to one or more partial repayments of the Bonds in accordance with Clause 11.6 (Mandatory partial repayment due to a Permitted Divestment).
Mandatory Repurchase Event means the occurrence of any one of any of the following events: (a) any Person together with all affiliates and associates of such Person, shall become the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board of Directors; (b) Persons who constitute the Company's Board of Directors cease for any reason other than in the ordinary course, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board; (c) the Board of Directors or stockholders of the Company shall approve (i) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate 50% or more of the voting shares of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (ii) any Asset Sale of all or substantially all of the assets of the Company or any division thereof, and (iii) any plan or proposal for the liquidation or dissolution of the Company; or (d) the Senior Notes (or any of them) or any other Senior Notes Obligations shall cease to constitute, or the Company and its Subsidiaries (or any of them) shall challenge in writing or otherwise that, the Senior Notes (or any of them) or any other Senior Notes Obligations constitute "Senior Indebtedness" and "Designated Senior Indebtedness" in each case as such term is defined in the Subordinated Notes Indenture.
Mandatory Repurchase Event shall have the meaning given to such term in the Purchase Agreement.
Mandatory Repurchase Event means, at any time prior to or after a Qualified Public Offering, an event in which (i) any person together with all affiliates and