Public Acquirer Change in Control means a Change in Control in which the acquirer has a class of common stock traded on a U.S. national securities exchange or quoted on The Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such change in control (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have “public acquirer common stock” if a corporation that directly or indirectly owns at least a majority of the acquirer has a class of common stock satisfying the foregoing requirement, in such case, all references to public acquirer common stock shall refer to such class of common stock. Majority owned for these purposes means having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act of more than 50% of the total voting power of all shares of the respective entity’s capital stock that are entitled to vote generally in the election of directors.
Public Acquirer Change in Control means any transaction described in clause (c) of the definition of Change in Control where the acquirer, or any entity that it is a direct or indirect ‘‘beneficial owner’’ (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer’s capital stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Change in Control. Such acquirer’s or other entity’s class of common stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such fundamental change is herein referred to as “Acquirer Common Stock.”
Public Acquirer Change in Control means any transaction described in clause (iii) of the definition of Fundamental Change where the acquirer, or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer’s Capital Stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock (or depositary shares or receipts in respect thereof) traded on a United States national securities exchange or quoted on the NASDAQ Global Market or NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change. “Acquirer Common Stock” means, with respect to a Public Acquirer Change in Control, such acquirer’s or other entity’s class of common stock (or depositary shares or receipts in respect thereof) traded on a United States national securities exchange or quoted on the NASDAQ Global Market or NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such change in control.
Examples of Public Acquirer Change in Control in a sentence
The Company may make such election at any time prior to the twentieth day immediately preceding the proposed Effective Date of the Public Acquirer Change in Control, and if made, such election shall be irrevocable.
If the Company is required to and fails to timely provide the Make-Whole Premium Upon Conversion Notice (and has not timely provided a Public Acquirer Change in Control Notice in lieu thereof), solely for purposes of determining Holders entitled to payment of the Make-Whole Premium, the Company will be deemed to have provided such notice ten Trading Days prior to the effective date of the Change in Control.
In certain circumstances involving a Public Acquirer Change in Control, the Company may elect, in lieu of issuing Additional Shares, to provide for the conversion of the Securities into shares of Acquirer Common Stock as set forth in Section 9.05(c) of the Indenture.
On and after the effective date of such Public Acquirer Change in Control, the relevant Public Acquirer Change in Control will not constitute a Change in Control for purposes of determining the Conversion Value, Net Share Amount or Principal Return.
On or prior to the effective date of such Public Acquirer Change in Control, the acquirer shall enter into an indenture supplement hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, expressly assuming and implementing the performance of this Section 4.14(c) by such acquirer and modifying such other provisions of this Indenture as may be necessary or appropriate in connection with such Public Acquirer Change in Control.
More Definitions of Public Acquirer Change in Control
Public Acquirer Change in Control means any transaction described in clause (iii) of the definition of Change in Control where the acquirer, or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer’s Capital Stock that are entitled to vote generally in the election of directors, but in each case other than the Issuer, has a class of common stock traded on a U.S. national securities exchange or which will be so traded when issued or exchanged in connection with such Change in Control. Such acquirer’s or other entity’s class of common stock traded on a U.S. national securities exchange or which will be so traded when issued or exchanged in connection with such Change in Control is herein referred to as “Public Acquirer Common Stock.”
Public Acquirer Change in Control means an event constituting a Change in Control that would otherwise obligate the Company to increase the Conversion Rate as described in Section 11.01(c) where the acquirer (or any entity that is a directly or indirectly wholly-owned subsidiary of the acquirer) has a class of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Change in Control (the “Public Acquirer Common Stock”). The registered shares of Public Acquirer Common Stock, or the shares of Public Acquirer Common Stock registered for resale, as the case may be, shall be listed, or approved for listing, subject only to official notice of issuance, on a national securities exchange on the Nasdaq National Market.
Public Acquirer Change in Control means any event constituting a Conversion Change in Control that would, if a Security were converted in connection with such Conversion Change in Control, otherwise require the Company to increase the Conversion Rate for such conversion pursuant to Section 10.17 and the acquirer has a class of common stock traded on any U.S. national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with the transaction giving rise to such Conversion Change in Control (the “Public Acquirer Common Stock”). If an acquirer does not itself have a class of common stock satisfying the foregoing requirement, it will be deemed to have Public Acquirer Common Stock if either (1) a direct or indirect Majority Owned subsidiary of acquirer or (2) a corporation that directly or indirectly is the Majority Owner of the acquirer, has a class of common stock satisfying the foregoing requirement; in such case, all references to Public Acquirer Common Stock shall refer to such class of common stock.
Public Acquirer Change in Control means any transaction described in clause (iii) of the definition of Fundamental Change where the acquirer, or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer’s Capital Stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change. “Acquirer Common Stock” means, with respect to a Public Acquirer Change in Control, such acquirer’s or other entity’s class of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with such change in control.
Public Acquirer Change in Control has the meaning set forth in Section 11.13.
Public Acquirer Change in Control means an event constituting a Change in Control that would otherwise obligate the Company to increase the Conversion Rate as described in Section 11.01(c) where the acquirer (or any entity that is a directly or indirectly wholly-owned subsidiary of the acquirer) has a class of common stock traded on a U.S. national securities exchange or which will be so traded when issued or exchanged in connection with such Change in Control (the “Public Acquirer Common Stock”). The registered shares of Public Acquirer Common Stock, or the shares of Public Acquirer Common Stock registered for resale, as the case may be, shall be listed, or approved for listing, subject only to official notice of issuance, on a national securities exchange.Upon a Public Acquirer Change in Control, if the Company so elects, Holders may convert their Securities at the adjusted Conversion Rate described in the second preceding paragraph but will not be entitled to the increased Conversion Rate described in Section 11.01(c). The Company shall notify Holders of its election in its notice to Holders of the Change in Control given pursuant to Section 3.08(b) above. Holders may convert their Securities upon a Public Acquirer Change in Control during the period specified herein.Table of ContentsIf the Company elects to adjust the Conversion Rate and the related Conversion Right as described in this Section 11.01(d), the Company, or the acquiring or surviving Person, as the case may be, shall execute with the Trustee a supplemental indenture providing for such adjustment to the Conversion Rate and the Conversion Right. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 11. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Securityholder, at its address appearing on the Security Register provided for in Section 2.04(a) of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.
Public Acquirer Change in Control means any transaction described in clause (a) or clause (b) of the definition of Fundamental Change in which the acquirer, or any entity that is a direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate ordinary voting power of all shares of such acquirer’s Capital Stock that are entitled to vote generally in the election of directors, but in each case other than the Company, has a class of common stock (the “Acquirer Common Stock”) traded on a United States national securities exchange or quoted on the Nasdaq National Market, any successor or another established automated over-the-counter trading market in the United States or which will be so traded or quoted when issued or exchanged in connection with such change of control.