A Change of Control Sample Clauses
A Change of Control clause defines the rights and obligations of parties if there is a significant shift in ownership or management of one of the entities involved in the agreement. Typically, this clause outlines what constitutes a change of control, such as a merger, acquisition, or sale of a majority of shares, and may grant the non-affected party certain rights, like terminating the contract or requiring consent before the change takes effect. Its core function is to protect parties from unforeseen risks or undesirable business relationships that could arise if the other party undergoes a major structural change.
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A Change of Control. Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 4.2 of the Indenture to which the related Change of Control Purchase Notice was delivered not later than three Business Days prior to the Change of Control Purchase Date specifying, as applicable:
(1) the name of the Holder;
(2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(3) the principal amount of the Note (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted; and
(4) the principal amount, if any, of such Note (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Company.
A Change of Control. Repurchase Notice may be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Uncertificated Debentures, may be delivered electronically or by other means in accordance with the applicable procedures of the Depository) of withdrawal delivered by the Holder to the Trustee at any time prior to the close of business on the Business Day immediately prior to the Change of Control Repurchase Date, specifying (1) the principal amount of the Debenture or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof), with respect to which such notice of withdrawal is being submitted, (2) if Certificated Debentures have been issued, the certificate number of the Debentures being withdrawn in whole or in withdrawable part (or if the Debentures are not Uncertificated Debentures, such written notice must comply with the applicable procedures of the Depository) and (3) the portion of the principal amount of the Debentures that will remain subject to the Change of Control Repurchase Notice, which portion must be a principal amount of $1,000 or an integral multiple thereof.
A Change of Control. Redemption Notice may be withdrawn before or after delivery by the holder to the Trustee or a specified paying agent at the office of the Trustee or the specified paying agent of the Debenture to which such Change of Control Redemption Notice relates, by means of a written notice of withdrawal delivered by the holder to the Trustee or the specified paying agent at the office of the Trustee or the specified paying agent to which the related Change of Control Redemption Notice was delivered at any time prior the close of business on the date of expiry of the Offer specifying, as applicable:
(a) the certificate number of the Debenture in respect of which such notice of withdrawal is being submitted;
(b) the principal amount of the Debenture (which shall be $1,000 or an integral multiple thereof) with respect to which such notice of withdrawal is being submitted; and
(c) the principal amount, if any, of such Debenture (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Redemption Notice and that has been or will be delivered for redemption by the Company.
A Change of Control. Anything herein to the contrary notwithstanding, Employee may terminate this Agreement upon thirty (30) days written notice.
A Change of Control. Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Security to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 1002 to which the related Change of Control Purchase Notice was delivered not later than three Business Days prior to the Change of Control Purchase Date specifying, as applicable:
(1) the name of the Holder:
(2) the certificate number of the Security in respect of which such notice of withdrawal is being submitted:
(3) the principal amount of the Security (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which such notice of withdrawal is being submitted; and
(4) the principal amount, if any, of such Security (which shall be $1,000 or an integral multiple thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Company.
A Change of Control. Purchase Notice may be withdrawn before or after delivery by the Holder to the relevant Paying Agent at the office of such Paying Agent of the Security to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal (by telegram, telex, facsimile transmission or letter) received by such Paying Agent at such office not later than three Business Days prior to the Change of Control Purchase Date, specifying, as applicable:
(1) the name of such Holder and
(2) a statement that such Holder is withdrawing his election to have such Securities purchased. Each Paying Agent will promptly return to the prospective Holders thereof any Securities with respect to which a Change of Control Purchase Notice has been withdrawn in compliance with the Indenture.
A Change of Control. The occurrence of a Change of Control (as hereafter defined) in and of itself shall not constitute a basis for termination by the Executive for Good Reason; nor shall such occurrence in and of itself constitute a termination by the Company other than for Cause.
A Change of Control. Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Security to which such Change of Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent to which the related Change of Control Purchase Notice was delivered at any time prior to the close of business on the Change of Control Purchase Date specifying, as applicable:
A Change of Control. Notwithstanding the foregoing provisions of this Section 1.1(i) or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (1) any condition described in clauses (i) through (v) of this Section 1.1(i) giving rise to the Executive’s termination of employment must have arisen without Executive’s consent; (2) Executive must provide written notice to the Company of such condition in accordance with Section 7.1 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for a period of 30 days following receipt of such notice by the Company; and (4) the date of Executive’s termination of employment must occur within ninety days following the initial existence of the condition specified in such notice.
A Change of Control. Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change of Control Purchase Notice at any time prior to the close of business on the Change of Control Purchase Date specifying:
(1) the principal amount of the Security with respect to which such notice of withdrawal is being submitted;
(2) if Certificated Securities have been issued for such Security, the certificate number of the Security in respect of which such notice of withdrawal is being submitted, or if Certificated Securities have not been issued in respect of such Security, the appropriate Depositary procedures; and
(3) the principal amount, if any, of such Security which remains subject to the original Change of Control Purchase Notice and which has been or will be delivered for purchase by the Company.