Public Acquirer Change of Control Clause Samples

Public Acquirer Change of Control. Notwithstanding anything in this Section 13.05, in the case of a Public Acquirer Change of Control, the Company may, in lieu of adjusting the Conversion Rate as described in Section 13.05(e) hereof, elect to adjust the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Debentures will be entitled to convert their Debentures into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (A) the numerator of which will be the average of the Acquisition Value of the Common Stock for the ten consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (B) the denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock for the ten consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control. If the Company elects to adjust the Conversion Rate and conversion obligation as described in this Section 13.05(f), the Company shall send a Designated Event Notice to the Holders of Debentures at least 10 Trading Days prior to the expected Effective Date of the Fundamental Change that is also a Public Acquirer Change of Control, in accordance with Section 3.10 hereof. If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder of the Debentures shall not have the right to receive Additional Shares pursuant to Section 13.05(e) or to require the Company to repurchase such Debentures in connection with the Fundamental Change that is also a Public Acquirer Change of Control.
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Public Acquirer Change of Control. (a) Within five Trading Days prior to but not including the expected effective date of a Public Acquirer Change of Control, the Company will provide a notice (a "Public Acquisition Notice") to all Holders, the Trustee, any Paying Agent and any Conversion Agent describing the anticipated Public Acquirer Change of Control and stating whether the Company will: (i) elect to adjust the Applicable Conversion Rate and related conversion obligation as described in this Section 3.06, in which case the Holders will not have the right to require the Company repurchase their Notes as described in Section 3.04 and will not have the right to the Applicable Conversion Rate adjustment described in Section 3.05; or (ii) not elect to adjust the Applicable Conversion Rate and related conversion obligation as described in this Section 3.06, in which case the Holders will have the right to require the Company to repurchase their Notes as described in Section 3.04 and/or the right to an Applicable Conversion Rate adjustment as described in Section 3.05, in each case in accordance with the respective provisions of those Sections. (b) If the Public Acquisition Notice indicates that the Company is making the election described in Section 3.06(a)(i), then the Applicable Conversion Rate and the related conversion obligation shall be adjusted such that from and after the effective date of the Public Acquirer Change of Control, Holders of the Notes will be entitled to convert their Notes into a number of shares of Public Acquirer Common Stock and the Applicable Conversion Rate will be adjusted by multiplying the Applicable Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (i) the numerator of which will be (A) in the case of a consolidation, merger or binding share exchange, pursuant to which Common Stock is converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days prior to but excluding the effective date of such Public Acquirer Change of Control; and (ii) the denominator of which will be the average of the Closing Sale Price of the Public Acquirer Common Stock for the five consecutive Trading Days prior to but excluding the effective date of s...
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Related to Public Acquirer Change of Control

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Change of Control There occurs any Change of Control; or

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors; (ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or (iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or (iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or (v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.