Change of Control Notice Sample Clauses

Change of Control Notice. If a Change of Control Transaction occurs, the Holder shall have the right, at its option, to require the Company or its successor to redeem this Note, in whole or in part, for an amount equal to the greater of (I) the product of (A) the quotient obtained by dividing the Principal Amount being redeemed by the Conversion Price in effect at such time as the Holder delivers a Holder Redemption Notice (as defined below) with respect to such principal amount with accrued and unpaid interest being redeemed and (B) the greatest average of the three Daily VWAPs during any three consecutive Trading Day period beginning on the earlier to occur of (1) the consummation of a Change of Control Transaction and (2) the public announcement of such Change of Control Transaction, and ending on the sixth Trading Day immediately following the consummation of such Change of Control Transaction (the “Parity Redemption Amount”) and (II) (a) 100% of the outstanding principal balance under this Note being redeemed plus all accrued but unpaid interest thereon (the “Base Redemption Amount”) plus (b) an amount equal to 10% of the Base Redemption Amount (the additional amount under clause (b) being referred to as the “Additional Redemption Amount,” and together with the Base Redemption Amount, the “Par Redemption Amount”, and the greater of the Par Redemption Amount and the Parity Redemption Amount, the “Redemption Amount”). The Holder may exercise its rights by sending written notice to the Company (the “Holder Redemption Notice”) within thirty (30) Trading Days following the Change of Control Transaction. If the Holder elects to cause the redemption of this Note, then the Company or its successor shall promptly, but in any event no more than twenty-five (25) Trading Days after the date of such election, pay the redemption price to the Holder. This provision shall similarly apply to successive Change of Control Transactions. If, upon the occurrence of a Change of Control Transaction, the Holder chooses to redeem less than all of this Note, it shall not prejudice such Holder’s further right to redeem this Note as a result of any future Change of Control Transaction.

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. 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. 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. 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 Change of Control Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Convertible Bonds pursuant to Condition 6.5.2 The Change of Control Notice shall also specify: