Change of Control Notice Sample Clauses

Change of Control Notice. On or before the twentieth (20th) calendar day after the effective date of a Change of Control, the Issuer will deliver to each Holder, the Trustee and the Paying Agent a notice of such Change of Control (a “Change of Control Notice”). Substantially contemporaneously, the Issuer will either (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or (z) file or furnish a Form 8-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Change of Control Notice. Such Change of Control Notice must state: (i) briefly, the events causing such Change of Control; (ii) the effective date of such Change of Control; (iii) the procedures that a Holder must follow to require the Issuer to repurchase its Notes pursuant to this Section 4.02, including the deadline for exercising the Change of Control Repurchase Right and the procedures for submitting and withdrawing a Change of Control Repurchase Notice; (iv) the Change of Control Repurchase Date for such Change of Control; (v) the Change of Control Repurchase Price per $1,000 principal amount of Notes for such Change of Control (and, if such Change of Control Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.02(D)); (vi) the name and address of the Paying Agent; (vii) [Reserved]; (viii) [Reserved]; (ix) that Notes for which a Change of Control Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Change of Control Repurchase Price; (x) [Reserved]; and (xi) the CUSIP and ISIN numbers, if any, of the Notes. Neither the failure to deliver a Change of Control Notice nor any defect in a Change of Control Notice will limit the Change of Control Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Change of Control.

Change of Control Notice. In the Change of Control Notice, the Borrower shall make an irrevocable offer to prepay all, but not less than all, of the principal amount of the Loans outstanding as of the date of such Change of Control, subject to payment of a premium of 1.00% of the aggregate principal amount of the Loans to be so prepaid, (and, for the avoidance of doubt, not the Prepayment Premium). Such offer may be contingent upon the occurrence of the Change of Control;

Change of Control Notice. Each Party shall notify the other Party in writing, referencing this Section of the Agreement, immediately upon any Change of Control, and shall provide such notice where possible at least sixty (60) days prior to the Change of Control.

Change of Control Notice. If a Change of Control occurs, INC shall deliver to each Member notice of such Change of Control (“Change of Control Notice”) and a schedule (the “Change of Control Schedule”) showing in reasonable detail the calculation of the Change of Control Payment. The applicable Change of Control Schedule shall become final and binding on all parties unless the Applicable Member, within thirty (30) calendar days after receiving the Change of Control Schedule thereto provides INC with notice of a material objection to such Change of Control Schedule made in good faith (“Material Objection Notice”). If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by INC of the Material Objection Notice, INC and the Applicable Member shall employ the Reconciliation Procedures as described in Section 7.08 of this Agreement.

Change of Control Notice. If the Change of Control results in Athersys becoming controlled by a Local Therapeutic Company, or if Angiotech has other sound business reasons, Angiotech may, in its sole discretion and at its election, terminate the Transaction Agreements by giving Athersys and the Third Party successor to Athersys written notice of termination within ninety (90) days after the later to occur of: (x) the date of consummation of such transaction, or (xi) the date Angiotech received the Change of Control Notice from Athersys. Any such notice of termination by Angiotech shall be effective sixty (60) days after delivery of such notice to Athersys and the Third Party successor to Athersys. If Angiotech does not exercise this right of termination, Angiotech, Athersys and the Third Party successor to Athersys shall continue thereafter to fulfill their respective rights and obligations under the Transaction Agreements.

Change of Control Notice. Astellas will notify Ironwood in writing, referencing this Section 8.5.1 of this Agreement, immediately upon any Change of Control of Astellas, and will provide such notice where possible at least 60 days prior to the Change of Control.

Change of Control Notice. The Change of Control Notice shall include the form of Option to Elect Purchase Upon a Change of Control Notice set forth as part of Exhibit A hereto (a "Change of Control Purchase Notice") to be completed by the Holder and shall state: (1) the date of such Change of Control and, briefly, the events causing such Change of Control; (2) that a Change of Control Purchase Notice must be given during the Change of Control Purchase Period; (3) the anticipated Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the Holder's right to require the Company to purchase the Notes; (6) the name and address of each Paying Agent and that the Notes must be surrendered to the Paying Agent to collect payment; (7) the procedures that the Holder must follow to exercise rights under this Section 3.8; (8) the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal; (9) that, unless the Company defaults in making payment of the Change of Control Purchase Price, Notes covered by any Change of Control Purchase Notice will cease to be outstanding and interest will cease to accrue on and after the Change of Control Purchase Date; and (10) the CUSIP number of the Notes, if any. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Notes.

Change of Control Notice. In the event of a Change of Control of a Member, such Member shall promptly, but not later than three (3) Business Days following such Change of Control, notify the other Member in writing thereof (a “Change of Control Notice”), setting forth the date and identity of the party or parties that have acquired control of such Member.

Change of Control Notice. The Borrower shall prepay in full all amounts outstanding under the Facility, on or within ninety (90) days of a Change of Control that has not been approved by the Majority Lenders; provided however that if the Majority Lenders have failed to respond to a Change of Control Notice prior to such ninetieth day, they will be deemed to have provided their approval to such Change of Control.