Notice of Fundamental Change definition

Notice of Fundamental Change shall have the meaning set forth in Section 7(b).
Sample 1

Examples of Notice of Fundamental Change in a sentence

  • This Notice of Fundamental Change and Execution of Supplemental Indenture is given by WebMD Health Corp.

  • To understand the Offer fully and for a more complete description of the terms of the Offer, the Company urges you to read carefully the remainder of this Notice of Fundamental Change and Offer to Repurchase (as amended and supplemented from time to time, this “Offer to Repurchase”) because the information in this summary is not complete and this document contains additional important information.

  • This Notice of Fundamental Change constitutes a Company Notice pursuant to Section 3.02 of the Indenture with respect to the Fundamental Change Repurchase Right.

  • A list of the directors and executive officers of the Company is attached to this Notice of Fundamental Change as Annex A.

  • All capitalized terms used but not specifically defined in this Notice of Fundamental Change shall have the meanings given to such terms in the Indenture and the Notes.

  • The Paying Agent has informed us that, as of the date of this Notice of Fundamental Change, all of the Notes are held in global form through DTC.

  • None of the Company, Parent, the Company’s or Parent’s respective boards of directors, employees, advisors or representatives, the Trustee, the Paying Agent or the Conversion Agent is making any representation or recommendation to any Holder as to whether to surrender or refrain from surrendering Notes for purchase, or to exercise the conversion rights (if at all), pursuant to this Notice of Fundamental Change.

  • None of the Company, Parent, the Company’s or Parent’s respective boards of directors, employees, advisors or representatives, the Trustee, the Paying Agent or Conversion Agent is making any representation or recommendation to any Holder as to whether to surrender or refrain from surrendering Notes for purchase, or to exercise the conversion rights (if at all), pursuant to this Notice of Fundamental Change.

  • Tenders of the Notes must be made prior to the expiration of the Tender Offer at 11:59 p.m., New York City time, on July 26, 2012 (the “Exercise Expiration Date”), and may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Exercise Expiration Date, through compliance with the proper withdrawal procedure outlined in the Notice of Fundamental Change, Offer to Purchase and Entry into Supplemental Indenture (the “Offer to Purchase”).

  • Each of the Company and its affiliates, including its executive officers and directors, is prohibited under applicable United States federal securities laws from purchasing Notes (or the right to purchase Notes), other than through the Fundamental Change Repurchase Right, from the date of this Notice of Fundamental Change until at least the tenth business day after the Fundamental Change Repurchase Date.

Related to Notice of Fundamental Change

  • 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.

  • 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 Notice has the meaning specified in Section 8.02(a).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.03(a)(i).

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

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

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

  • Fundamental Change Purchase Date has the meaning specified in Section 3.02(a) hereof.

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

  • 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.

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

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

  • 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.

  • 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.

  • Redemption Notice means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

  • Fundamental Change Purchase Price has the meaning specified in Section 3.02(a) hereof.

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

  • Optional Redemption Notice shall have the meaning set forth in Section 6(a).

  • 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.

  • 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:

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.03(a)(i).

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).