ACCELERATED MATURITY. If an Event of Default shall have occurred and be continuing, the Indenture Trustee may declare, or upon the written direction by the Registered Owners of at least 66% of the principal amount of the Highest Priority Obligations then Outstanding, shall declare, the principal of all Obligations then Outstanding, and the interest thereon, if not previously due, immediately due and payable, anything in the Obligations or this Indenture to the contrary notwithstanding; provided, however, that for a declaration of acceleration upon a default pursuant to Section 6.01(e) hereof shall require the consent of a majority of the Registered Owners of the principal amount of the Highest Priority Obligations then Outstanding.
ACCELERATED MATURITY. 7.1 Without prejudice to any of its other rights and obligations, the Lender may, at its option, terminate all of its obligations under this Agreement with immediate effect, and demand immediate payment of all of its claims under this Agreement in their nominal amount, by notifying the Borrower in writing if one of the following events (a “Ground for Repayment”) occurs:
a. Any of the following occurs in respect of a member of the JV Group:
(i) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors;
(ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for, its bankruptcy, suspension of payment, winding-up, administration or dissolution or any such resolution is passed;
(iii) any person presents a petition, or files documents with a court or any registrar, for its bankruptcy, suspension of payment, winding-up, administration or dissolution;
(iv) an order for its winding-up, administration or dissolution is made;
(v) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;
(vi) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or
(vii) any other analogous step or procedure is taken in any jurisdiction. The above does not apply to any petition for winding-up, administration or dissolution presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within 10 Business Days.
b. The JV Group’s business has been discontinued, or the JV Group’s business has, or one or more assets of the JV Group with a (total) book value exceeding 10% (ten percent) of the book value of all of the assets of the JV Group have been transferred to a third party outside the normal course of the Borrower’s business and without the consent of the Lender, or one or more assets of the JV Group with a (total) book value exceeding 10% (ten percent) of the book value of all of the assets of the JV Group has become subject to a limited right or attachment.
c. Any member of the JV G...
ACCELERATED MATURITY. The totality of all sums due, including principal, interest, costs and ancillary expenses hereunder shall become immediately payable and no further fund take-up may be sought from Bank in the event of the placing of Borrower in liquidation by court order, cessation of its business or activity, or in the circumstances of default for which provision is made in law. Similarly, no further loan fund take-up may be sought from Bank and/or Bank may declare the Loan to be immediately repayable before its term fifteen days after notice has been given to Borrower by letter sent registered or certified mail, return receipt requested, no legal formality being required therefor, in the event of the occurrence of any of the following circumstances: - non-payment at the due date of any sum falling due, - gravely reprehensible behavior on the part of Borrower, as in the case in which its situation should become irremediably compromised in the meaning of Article L.313-12 of the French Code of Monetary and Financial Law [Code Monétaire et Financier]; - if one of the representations made by Borrower hereunder or any written affidavit made by an authorized agent of Borrower for the purposes hereof is shown to have been inaccurate at the time the statement was made or reiterated, or ceases to be accurate with regard to any matter that is of the essence; - merger, corporate split, voluntary liquidation or winding up of the business of Borrower; - sale or assignment of the business of Borrower in connection with a voluntary or forced bankruptcy procedure, - change in the corporate form of Borrower or in the stated purpose of its business or transfer of its principal place of business to a location outside metropolitan France without the agreement of Bank; - where interest and commission on the Loan become assessable for a tax of any kind for which they are not currently assessable, unless Borrower bears this fiscal expense in a manner such that Bank has no liability therefor; - failure by Borrower to pay any sum at the due date to any person, and notably Borrower’s contributions, taxes, social charges and other amounts, where this is likely to lead to consequences that are manifestly prejudicial to due redemption of the Loan; - major change in the corporate character, capacity or assets of Borrower, in addition to its legal, financial, industrial or commercial structure, unless this has been expressly agreed by Bank; - where a payment default by Borrower is declared to the Banqu...
ACCELERATED MATURITY. Without prejudice to any of its other rights and obligations, the Payee may, at its option, terminate all of its obligations under this Note with immediate effect, and demand immediate payment of all of its claims under this Note in their nominal amount, by notifying the Obligor in writing, if (i) the Obligor does not pay on the due date any amount payable pursuant to the Note at the place and in the currency in which it is expressed to be payable, or (ii) any corporate action, legal proceedings or other procedure or steps (including the appointment of any liquidator, receiver, administrator or similar officer) is taken in relation to, the winding up, dissolution, administration or reorganisation of the Obligor or any Annex-H-3 #10338536v8 suspension of payments or bankruptcy or moratorium or settlement of any indebtedness of any Obligor, or any analogous procedure or step is taken in any jurisdiction.
ACCELERATED MATURITY. Any breach of the terms and conditions of this Contract by the Borrowing Corporation will accelerate the maturity of the obligations agreed to hereby, as well as of all obligations entered into by its affiliates and subsidiaries with the BANK.
ACCELERATED MATURITY. If (a) an Event of Default set forth in Section 6.01(a) or (b) hereof shall have occurred and be continuing, the Trustee may declare, or upon the written direction by the Registered Owners of at least a majority of the aggregate principal amount of the Notes then Outstanding, the Trustee shall declare or (b) an Event of Default set forth in Section 6.01(c) hereof shall have occurred and be continuing, upon the written direction by the Registered Owners of at least a majority of the aggregate principal amount of the Notes then Outstanding, the Trustee shall declare, the principal of all Notes then Outstanding, and the interest thereon, if not previously due, immediately due and payable,
(a) the Corporation has paid or deposited with the Trustee a sum sufficient to pay:
(i) all payments of principal of and interest on all Notes then Outstanding and all other amounts that would then be due hereunder or upon all Notes then Outstanding if the Event of Default giving rise to such acceleration had not occurred; and
(ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, any Servicer and their agents and counsel; and
(b) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 6.14 hereof. No such rescission shall affect any subsequent default or impair any right consequent thereto.
ACCELERATED MATURITY. If an Event of Default shall have occurred and be continuing, the Indenture Trustee may declare, or upon the written direction by the Noteholders of at least a majority of the principal amount of the Highest Priority Obligations then Outstanding, shall declare, the principal of all Obligations then Outstanding, and the interest thereon, if not previously due, immediately due and payable, anything in the Obligations or this Indenture to the contrary notwithstanding; provided, however, that a declaration of acceleration upon a default pursuant to Section 5.1(c) or (d) shall require the consent of a majority of the Noteholders of the principal amount of Class A Notes then Outstanding and a majority of the Noteholders of the principal amount of Class B Notes then Outstanding. If the Outstanding Obligations have been declared due and payable, such Outstanding Obligations shall be paid in the order of priority set forth in Section 5.2.
ACCELERATED MATURITY. If an Event of Default shall have occurred and be continuing, the Trustee may declare, or upon the written direction by the Registered Owners of at least 51% of the collective aggregate principal amount of the Outstanding Senior Notes and each Swap Counterparty secured on a parity with the Senior Notes, if required by the related Swap Agreement (or if no Senior Notes or Swap Agreements secured on a parity with the Senior Notes are Outstanding hereunder, then upon the written direction of the Registered Owners of at least 51% of the collective aggregate principal amount of the Outstanding Subordinate Notes and each Swap Counterparty secured on a parity with the Subordinate Notes, if required by the related Swap Agreement) (or if no Senior Notes or Swap Agreements secured on a parity with the Senior Notes or Subordinate Notes or Swap Agreements secured on a parity with the Subordinate Notes are Outstanding hereunder, then upon the written direction of the Registered Owners of at least 51% of the collective aggregate principal amount of the Outstanding Junior-Subordinate Notes and each Swap Counterparty secured on a parity with the Junior-Subordinate Notes, if required by the related Swap Agreement), and shall declare, the principal of all Notes issued hereunder, or any supplement hereto, and then Outstanding, and the interest thereon, if not previously due, immediately due and payable, anything in the Notes or in this Indenture to the contrary notwithstanding; provided, however, that a declaration of acceleration upon a default pursuant to Section 6.01(g) hereof shall require the consent of 100% of the Registered Owners of the collective aggregate principal amount of the appropriate series of Notes and Swap Agreements, as described above.
ACCELERATED MATURITY. If this Note is declared due and payable before its express maturity because of the occurrence of an event of default as defined in this Note, the Holder will be entitled to payment only after there is first paid in full on the then outstanding Senior Indebtedness all principal and interest then due and payable by acceleration or otherwise, or after payment shall be provided for in a manner satisfactory to the holders of such Senior Indebtedness.
ACCELERATED MATURITY. Notwithstanding the foregoing, in the event that the Conditions to Accelerated Maturity (as defined below) are satisfied, then the Company shall have the right to send a written notice (the "Accelerated Maturity Notice") to the Holder on the Business Day immediately after the Measuring Period (as defined below) (the "Accelerated Maturity Notice Date") indicating that the Expiration Date shall be accelerated to not earlier than the thirtieth (30th) day (the "Warrant Cancellation Date") following receipt of such written notice; provided, that nothing in this subsection shall prevent the Holder from exercising this Warrant, in whole or part, prior to such accelerated Expiration Date. "Conditions to Accelerated Maturity" means the following conditions: (i) the Common Stock shall have traded at or above $3.50 per share on each day during the twenty (20) consecutive Trading Days immediately prior to the Accelerated Maturity Notice Date; (ii) on each day during the period beginning forty-five (45) days prior to the applicable date of determination and ending on and including the applicable date of determination (the "Measuring Period"), (x) the Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all remaining Warrant Shares in accordance with the terms of the Registration Rights Agreement and there shall not have been any Grace Periods (as defined in the Registration Rights Agreement) or (y) all shares of Common Stock issuable upon exercise of the Warrants shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; (iii) the Company shall have no knowledge of any fact that would cause (x) the Registration Statement required pursuant to the Registration Rights Agreement not to be effective and available for the resale of all remaining Warrant Shares in accordance with the terms of the Registration Rights Agreement or (y) any shares of Common Stock issuable upon exercise of the Warrants not to be eligible for sale without restriction pursuant to Rule 144(k) and any applicable state securities laws; (iv) during the twenty (20) consecutive Trading Days immediately prior to the Accelerated Maturity Notice Date an average of 500,000 shares of Common Stock shall have traded per day; provided, that all trades executed by the Holder or any Affiliate thereof shall be disregarded for purposes of determining compliance with...
