Unwind Trigger definition

Unwind Trigger means the occurrence of both clauses (i) and (ii): (i) the occurrence of any one of the following: (A) the election of Telesat Corporation (which election, until the Special Board Date, must be made with the approval of the majority of the Specially Designated Directors then in office) to effect the Unwind Transaction, if: (a) no person who is not a Canadian, or any voting group comprised of any persons who are not Canadians, in each case, beneficially owns or controls, directly or indirectly, one-third or more of the fully diluted Telesat Corporation Shares, (b) Telesat Corporation becomes widely held, such that at least 70% of the fully diluted Telesat Corporation Shares are held by holders that do not beneficially own or control, directly or indirectly (and are not members of any group that beneficially owns or controls, directly or indirectly), 10% or more of the fully diluted Telesat Corporation Shares, collectively, or are entitled to report their ownership interest in Telesat Corporation for purposes of U.S. federal securities laws on (i) Form 13F or (ii) Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) promulgated under the Exchange Act, and (c) a majority of the members of the Telesat Corporation Board remain Canadian (as defined in the Investment Canada Act) at the time of the Unwind Transaction or (B) a Change of Control; and (ii) both (1) the absence of any determination by the Telesat Corporation Board that the Unwind Transaction would constitute a breach of, or an acceleration of the performance of any obligation under, any material agreement of Telesat Corporation, in each case, within 60 days of written notice to the Telesat Corporation Board of the occurrence of any event set forth in (i) above; provided, however, that in the event of the occurrence of a Change of Control, the fact that such occurrence could be deemed as a Change of Control under Telesat Corporation’s outstanding indebtedness or other material agreements shall be excluded for purposes of this subclause (1) if such indebtedness is refinanced or intended to be refinanced in connection with the occurrence of such Change of Control; and (2) receipt by Telesat Corporation of all required governmental authorizations for the Unwind Transaction.
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Unwind Trigger has the meaning given in clause 2.3(d).
Sample 1
Unwind Trigger means the occurrence of both clauses (i) and (ii): (i) the occurrence of any one of the following: (A) the election of Telesat Corporation (which election, until the Special Board Date, must be made with the approval of the majority of the Specially Designated Directors (as defined under thesection “Corporate Governance — Composition of the Telesat Corporation Board and Committees — Director Independence”) then in office) to effect the Unwind Transaction, if: (a) no person who is not a Canadian, or any voting group comprised of any persons who are not Canadians, in each case, beneficially owns or controls, directly or indirectly, one-third or more of the fully diluted Telesat Corporation Shares,
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Examples of Unwind Trigger in a sentence

  • The Determination Agent shall, following payments of amounts (if any) by or to the Issuer under the CDS Account in respect of a termination of transactions under sub-paragraph (ii) above and in respect of a Leverage Unwind Trigger Event or Failure Date only, determine on the related Leverage Unwind Determination Date the Net Account Balance and the Residual Original Swap Notional Amount.

  • If the Calculation Agent determines, in its sole and absolute discretion, that an Optional Portfolio Unwind Trigger Event has occurred on any date (such date of determination, the "Unwind Determination Date"), it shall promptly notify the Swap Counterparty and the Portfolio Manager of the occurrence of such Optional Portfolio Unwind Trigger Event.

  • If the number of Shares to be issued to Magna due to the occurrence of an Unwind Trigger would breach the Maximum Share Cap, then the balance of any amount owing shall be calculated as the balance of Shares not issued multiplied by the closing price of the Shares on the ASX on the date of the occurrence of the Unwind Trigger and paid to Magna in US$ in cash.

  • The Portfolio Manager will be obliged to reduce the Total FX Exposure within 5 Business Days of receipt of the Portfolio FX Notice, and failure to do so within the time permitted will constitute an Unwind Trigger.

  • These representations and warranties are given on the date of execution of the Sale Agreement, and repeated at completion of the Transaction and the date of an Unwind Trigger (as applicable).

  • Furthermore, if, following a Strategy Unwind Trigger there has not been a Strategy Unwind Event, the provisions of this Appendix shall continue to apply.

  • Every next step – except for the hearing – is done electronically.

  • It has been determined that the commercial best interest of the Company is served by having, prior to the occurrence of an Unwind Trigger, at least a majority of the board be comprised of CbyC Directors.

  • The Buyer warrants and represents to the Seller that each of the following Buyer's Warranties is true, complete and accurate on the date of this agreement and will be true, complete and accurate at the Completion Date (or, if an Unwind Trigger occurs, at the date of the Unwind Trigger) as if made on each of those dates and in the same terms.

  • The quorum necessary for the transaction of the business of the directors is a majority of the directors then in office; provided, that, until the Special Board Date, such quorum will also require a majority of the Specially Designated Directors then in office; provided, further, that, prior to an Unwind Trigger, a quorum will also require that a majority of those directors present are CbyC Directors.

Related to Unwind Trigger

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • Ratings Event means (i) a downgrade by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by one or more Rating Agencies (unless the applicable Rating Agency shall have put forth a written statement to the effect that such downgrade or withdrawal is not attributable in whole or in part to the applicable Change of Control) and (ii) the Notes do not have an Investment Grade Rating from any Rating Agency.

  • Final Trigger Level means 85.00%, being a percentage against which the performance of the Index will be measured in order to determine the Final Redemption Amount.

  • Auto-Call Trigger Level means the level set out below for the relevant Auto-Call Valuation Date (i.e. as shown in the same row as that date):

  • Ratings Decline Period means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control; provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

  • Downgrade Event means, unless otherwise specified on the Cover Sheet, for a Party means that Party’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or becomes no longer rated by either S&P or Moody’s.