Mandatory Repurchase Event has the meaning specified in Section 5.01(d)(i).
Mandatory Repurchase Event means:
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, Xxxxxxx Xxxxxx 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.
Examples of Mandatory Repurchase Event in a sentence
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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.
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.
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.
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More Definitions of Mandatory Repurchase Event
Mandatory Repurchase Event means either (i) a rating of the Debentures 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 Debentures from a Rating Agency within 60 days following any date on which the Debentures are not rated by at least one Rating Agency.
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 shareholders of Borrower immediately after giving effect to the consummation of the Related Transactions, shall collectively cease to, directly or indirectly, own and control at least 51% 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) there shall be consummated (i) any consolidation or merger of Borrower or its Subsidiaries where the equity interest holders of Borrower or its Subsidiaries, 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 in the aggregate fifty percent (50%) or more 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 of all or substantially all of the assets of Borrower, and (iii) any plan or proposal for the liquidation or dissolution of Borrower or (d) Borrower's initial public offering of its equity interests.
Mandatory Repurchase Event shall have the meaning given to such term in the Purchase Agreement.
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: (i) any merger or consolidation of Xxxxxxx Holdings, Inc. or the Borrower with or into another corporation in which less than a majority of the outstanding voting power of the surviving or consolidated corporation immediately following such event is held by persons or entities who were stockholders of Xxxxxxx Holdings, Inc. or the Borrower, as applicable, immediately prior to such event; (ii) any sale, license or transfer of all or substantially all of the properties and assets of Xxxxxxx Holdings, Inc. or the Borrower and any of their subsidiaries; (iii) any acquisition by any person (or group of affiliated or associated persons) of beneficial ownership of a majority of the equity of Xxxxxxx Holdings, Inc. or the Borrower (whether or not newly-issued shares) in a single transaction or a series of related transactions; (iv) any redemption or repurchase of shares representing a majority of the outstanding voting power of Xxxxxxx Holdings, Inc. or the Borrower, (with the exception of a redemption pursuant to Section A.4(b) or A.5(a) of the Amended and Restated Certificate of Incorporation of Xxxxxxx Holdings, Inc.); (v) any other change of control of 50% or more of the outstanding voting power of Xxxxxxx Holdings, Inc. or the Borrower; (vi) the initial public offering of Common Stock of Xxxxxxx Holdings, Inc. or the Borrower pursuant to an effective registration statement under the Securities Act in a transaction that does not constitute a QPO (as defined in Section A.6(b) of the Amended and Restated Certificate of Incorporation of Xxxxxxx Holdings, Inc.); or (vii) any liquidation, dissolution, or winding up of Xxxxxxx Holdings, Inc. or the Borrower, whether voluntary or involuntary.
Mandatory Repurchase Event means any event or circumstance giving rise to a Mandatory Prepayment under Section 7.1 of the Common Terms Agreement.