Series C Change of Control definition

Series C Change of Control means the occurrence of either of the following after the original issue date of the Series C Preferred Units:
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Series C Change of Control means a "Change of Control" as defined in the -------------------------- certificate of designation filed with respect to the Series C Preferred Stock.
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Series C Change of Control means the occurrence of an event specified in clause (a) or (b) of the definition of Fundamental Change (after giving effect to the proviso applicable to clause (b)(ii) of the definition thereof but not giving effect to the proviso immediately following clause (d) of the definition thereof). “Series C Change of Control Consideration” has the meaning set forth in Section 18.09(b). “Series C Change of Control Effective Date” has the meaning set forth in Section 18.09(a). “Series C Change of Control Election” has the meaning set forth in Section 18.09(a). “Series C Change of Control Notice” has the meaning set forth in Section 18.09(b). “Series C Conversion Date” has the meaning set forth in Section 18.06(a). “Series C Corporation Preferred Shares” means the Series C cumulative convertible preferred stock of the Corporation, par value $0.00001 per share. “Series C Distributions” has the meaning set forth in Section 18.03(a). “Series C Distribution Payment Date” means June 30 and December 31 of each year (except that if such date is not a Trading Day, the payment date shall be the next succeeding Trading Day). “Series C Distribution Rate” has the meaning set forth in Section 18.03(a). “Series C Event Effective Date” has the meaning set forth in Section 18.07(b). “Series C Ex-Distribution Date” means, with respect to an issuance distribution on the Class A Common Units, the first date on which shares of Class A Common Stock trade on the applicable Trading Market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). “Series C Expiration Date” has the meaning set forth in Section 18.07(a)(iv). “Series C Holder” means a Person in whose name the Series C Preferred Mirror Units are registered, which Person shall be treated by the Company as the absolute owner of the Series C Preferred Mirror Units for the purpose of making payment and settling conversions and for all other purposes; provided, that, to the fullest extent permitted by law, no Person that has received by transfer Series C Preferred Mirror Units in violation of this Agreement or any other agreement to which the Company is a party and by which the Series C Holder is bound, shall be a Series C Holder, and the Company shall not recognize any such Person as a Series C Holder, and the Person in whose name the Series C Preferred Mirror Units were registered immediately prior to such ...
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Examples of Series C Change of Control in a sentence

  • See “Restrictions on Ownership and Transfer” above.Except as provided above in connection with a Series C Change of Control, shares of Series C Preferred Stock are not convertible into or exchangeable for any other securities or property.

  • Upon the occurrence of a Series C Change of Control (as defined below), we may, at our option, redeem the Series C Preferred Stock, in whole or in part within 120 days after the first date on which such Series C Change of Control occurred, by paying $25.00 per share of Series C Preferred Stock, plus any accrued and unpaid distributions to, but not including, the date of redemption.

  • Instead, we will pay the cash value of such fractional shares.Within 15 days following the occurrence of a Series C Change of Control, the Company is required to provide to holders of shares of the Series C Preferred Stock a notice of the occurrence of the Series C Change of Control that describes the resulting Change of Control Series C Conversion Right.

  • Such notice shall be given not later than (a) in the case of any Series C Redemption Event (other than a Change of Control), thirty (30) days after the occurrence of the applicable Series C Redemption Event, or (b) in the case of a Series C Redemption Event arising due to a Change of Control, thirty (30) days after receipt of the Series C Change of Control Notice.

  • Within 30 days of the occurrence of a Change of Control, the Trust shall send written notice (a “ Series C Change of Control Notice”) to the holders of record of the Series C Preferred Shares as of the effective date of such Change of Control, stating that a Change of Control has occurred and informing such holders that they may, at their election, tender their Series C Preferred Shares for redemption in accordance with the terms and provisions of this Section 6.5(f).

  • Within 15 days following the occurrence of a Series C Change of Control, the Company is required to provide to holders of shares of the Series C Preferred Stock a notice of the occurrence of the Series C Change of Control that describes the resulting Change of Control Series C Conversion Right.

  • The Company shall have the right at any time, and from time to time, on or after October 15, 2024 or upon the occurrence of a Series C Change of Control and subject to compliance with the Amended and Restated Credit Agreement and the Indenture, to redeem the Series C Preferred Units, in whole or in part, from any source of funds legally available for such purpose.

Related to Series C Change of Control

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control means the occurrence of any of the following:

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • 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).

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.