Specified Corporate Event definition

Specified Corporate Event shall have the meaning specified in Section 14.07(a).
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Specified Corporate Event means any of the following events:
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Specified Corporate Event means any of the following events: (1) the acquisition, directly or indirectly, by any person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the voting shares of the Corporation; or (2) the Common Stock ceases to be listed on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors). Notwithstanding the foregoing, on and after the date on which the Corporation receives shareholder approval to allow it to issue shares upon conversion in excess of the limitations set forth in Sections 312.03(c)(1) and (c)(2) of the NYSE Listed Company Manual, the occurrence of either of the events described in clauses 1 and 2 above shall no longer constitute a Specified Corporate Event and shall instead constitute a Fundamental Change.
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Examples of Specified Corporate Event in a sentence

  • None of the foregoing provisions shall affect the right of a Holder to convert its Notes into cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Specified Corporate Event.

  • If the Specified Corporate Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then the Reference Property into which the Notes shall be convertible shall be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock.

  • Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Specified Corporate Event, dissolution, liquidation or winding-up.


More Definitions of Specified Corporate Event

Specified Corporate Event shall have the meaning specified in Section 14.07(a). “Specified Dollar Amount” means, with respect to any conversion of Notes, the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified by the Company (or deemed specified) in the notice specifying the Company’s chosen Settlement Method. “Spin-Off” shall have the meaning specified in Section 14.04(c). “Stock Price” shall have the meaning specified in Section 14.03(c). “Subsidiary” means, with respect to any specified Person: 064310-0812-15924-Active.25775846.
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Specified Corporate Event shall have the meaning specified in Section 14.08(a). “Specified Transaction” shall mean the transaction identified on Schedule 13.02. The Specified Transaction occurred on October 12, 2021. “Spin-Off” shall have the meaning specified in Section 14.05(c). “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the fixed date on which the payment of interest or principal is due and payable in the documentation governing such, and will not include any contingent obligations to
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Specified Corporate Event shall have the meaning specified in Section 14.08(a). “Specified Transaction” shall mean the transaction identified on Schedule 13.02. The Specified Transaction occurred on October 12, 2021. “Spin-Off” shall have the meaning specified in Section 14.05(c). “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the fixed date on which the payment of interest or principal is due and payable in the documentation governing such, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally fixed for the payment thereof. “Subordinated Indebtedness” means, with respect to the Agreement Obligations, any Indebtedness of the Company which is contractually subordinated to the Agreement Obligations subject to (i) if unsecured, a subordination agreement in substantially the form attached hereto as Exhibit D, or (ii) if secured and incurred pursuant to clause (x) in the definition of Permitted Liens, an intercreditor agreement substantially in the form attached hereto as Exhibit F or reasonably satisfactory to the Collateral Agent and the Representative (subject to the provisos in such clause (x)). “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital
Sample 1
Specified Corporate Event shall have the meaning specified in Section 14.08(a). “Specified Transaction” shall mean the transaction identified on Schedule 13.02. The Specified Transaction occurred on October 12, 2021. “Spin-Off” shall have the meaning specified in Section 14.05(c). “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the fixed date on which the payment of interest or principal is due and payable in the documentation governing such, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally fixed for the payment thereof. “Subordinated Indebtedness” means, with respect to the Agreement Obligations, any Indebtedness of the Company which is contractually subordinated to the Agreement Obligations subject to a subordination agreement in substantially the form attached hereto as Exhibit D or otherwise reasonably satisfactory to the Representative. “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person. “Successive Conversion Period” means the period beginning upon receipt by the Holders of a Change of Control Company Notice or Fundamental Change Company Notice, as applicable, and ending on the one-year anniversary of the effective date of the Change of Control or Fundamental Change. “Successor Company” shall have the meaning specified in Section 11.01(a)(ii). “Successor Guarantor” shall have the meaning specified in Section 16.03(a)(ii). “Successor Major Transaction” means either a Change of Control or a Fundamental Change that constitutes a Specified Corporate Event in which the shares of Common Stock are converted into the right to receive cash, securities of another entity and/or other assets. “Successor Transaction” shall have the meaning specified in Section 11.02. “Trading Day” means a day on which (i) trading in the Common Stock (or any other security for which a closing sale price must be determined) generally...
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Related to Specified Corporate Event

  • Corporate Event shall have the meaning specified in Section 14.01(b)(iii).

  • 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 Debentures and the Securities issued together with the Debentures), (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.

  • Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

  • 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.

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

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