Change of Control Call definition

Change of Control Call has the meaning set forth in Section 9(d).
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Change of Control Call means the call option pursuant to Clause 10.4 (Change of Control Call).
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Change of Control Call shall have the meaning specified in Section 4(b).
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Examples of Change of Control Call in a sentence

  • The exercise of a Put or Call Mechanism or Change of Control Put or Change of Control Call Mechanism (collectively "Mechanisms") authorized under this Section shall terminate the MPCI Reinsurance Agreement and Crop Hail Agreement as of the end of the most recently completed Crop Year.

  • In the event SIG or IGF shall exercise a Change of Control Call Mechanism, SIG or IGF shall be obligated to pay CNA an amount equal to 6.70 times the Average Pre-Tax Income as computed pursuant to this Section; provided, however, that if SIG or IGFH exercises its the Call Mechanism in Crop Years 1998, 1999 or 2000, the amount paid to CNA shall not be less than fifteen million dollars ($15,000,000).

  • Upon the exercise of a Change of Control Call Mechanism by SIG or IGF, SIG or IGF may either pay the amount owed to CNA as specified in this subsection with the proceeds from the Change of Control event (to the extent relevant) or SIG or IGF may execute a promissory note payable to CNA in the principal amount equal to the amount owed to CNA as specified in this subsection, which shall be dated as of the date of the exercise of the Change of Control Call Mechanism.

  • If Polo fails to give notice within 365 days following expiration of the Quiet Period, then Polo shall be deemed to have waived the NBC Change of Control Call.

  • For the avoidance of doubt, if the Holder exercises the Change of Control Put in part, the Company can exercise the Change of Control Call for the remainder of such Holder’s shares of Series B Preferred Stock.

  • The Company shall not have the right to elect a Change of Control Call unless, as of the date of delivery of notice of a Change of Control Call, it has set aside sufficient funds legally available for the payment of the full Change of Control Call Price for all outstanding shares of Series B Preferred Stock.

  • This Agreement shall terminate upon the exercise of any Put Right, Change of Control Put Mechanism or Change of Control Call Mechanism.

  • Any Change of Control Put or Change of Control Call Mechanism shall only be effective if exercised prior to the 2001 Crop Year.

  • Upon a Change of Control Put or a Change of Control Call, subject to Section 9(h) below, the Company (or its successor) shall deliver or cause to be delivered to the Holder by wire transfer the Change of Control Put Price or the Change of Control Call Price for such Holder’s shares of Series B Preferred Stock.

  • The Managing Member may exercise its Change of Control Call Right upon written notice to the Non-Managing Members setting forth the Closing Date, which shall be shortly before or substantially simultaneous with the consummation of the Change of Control Transaction, but in any event no earlier than ten business days following the date of delivery of such notice to the Non-Managing Members.


More Definitions of Change of Control Call

Change of Control Call shall have the meaning provided in Section 12.6(a).
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Related to Change of Control Call

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.