Acceleration of Repayment. Notwithstanding anything to the contrary in this Section 4.8, (i) if the Company makes any distributions to the Common Members pursuant to Section 6.9 or otherwise, the amount of each Common Member's outstanding Tax Loan Amount equal to the amount of distributions made to such Member pursuant to Section 6.9 or otherwise shall become due and payable to the Company immediately, and (ii) if any Class C Common Member sells, transfers, or exchanges any of its Class C Common Units (other than pursuant to Section 7.2.3), the amount of such Member's outstanding Tax Loan Amount up to the fair market value of the Units sold, transferred, or exchanged shall become due and payable to the Company immediately; provided, however, that in the event that a Class C Common Member exchanges its Class C Common Units for PublicCo common stock pursuant to the Bresnan Exchange Agreement and not all shares of PublicCo common stock received in such exchange are permitted by PublicCo to be sold pursuant to a securities registration, only the amount of such Member's outstanding Tax Loan Amount up to the excess, if any, of (i) the fair market value of PublicCo common stock received by such Member that are permitted to be sold, over (ii) forty-six percent (46%) of the fair market value of all PublicCo common stock received by such Member in the exchange shall become due and payable immediately. In the case described in the proviso of the preceding sentence, the Company shall receive a security interest in the unsold PublicCo common stock held by the Member, and as soon as any shares of PublicCo common stock not permitted to be sold at the time of the exchange become eligible for sale pursuant to a securities registration, such Member's outstanding Tax Loan Amount equal to the fair market value of such shares shall become immediately due and payable to the Company.
Acceleration of Repayment. 15 XVII. Reimbursement of Costs and Expenses............................ 17 XVIII. Miscellaneous.................................................. 18 ANNEXURE GENERAL CONDITIONS
Acceleration of Repayment. (1) If any of the Events of Default specified in sub-Section (2) shall have happened and be continuing for a period of 30 days from the date of its happening without being remedied to the satisfaction of Exim Bank, the decision of Exim Bank as to whether any Event of Default shall have happened and/or been continuing being final and binding on the Borrower, then Exim Bank may, by a notice in writing to the Borrower, declare the unpaid principal amount of and all accrued interest on the Rupee Loan (together with other monies payable under the Loan Agreement) to become immediately due and payable whereupon the whole of the outstanding principal amount of the Rupee Loan and accrued interest thereon as also all other monies accrued or payable thereunder as mentioned in such notice shall, notwithstanding anything to the contrary contained in the Loan Agreement, become immediately due and payable without any presentment, demand, protest or notice of any kind whatsoever, all of which are hereby expressly waived by the Borrower, and the Security created in favour of Exim Bank shall become enforceable.
Acceleration of Repayment. The Investment Amount will become, in the Investors sole discretion, repayable upon the occurrence of an Event of Acceleration (as defined below) that occurs prior to the conversion of the Investment Amount under Section 2 above. For the purposes of this Section 3, an “Event of Acceleration” shall be deemed to exist upon the occurrence of any of the following: (a) the Company files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (b) a receiver, trustee, or similar officer is appointed for the business or a significant part of the property of the Company, and such appointments are not stayed, enjoined, or discharged within forty five (45) days from their commencement; (c) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against the Company, and such actions are not stayed, enjoined, or discharged within forty five (45) days from their commencement; (d) the Company adopts a resolution for discontinuance of its business or for its liquidation, dissolution or winding-up; or (e) a sale of all or substantially all of the assets of the Company.
Acceleration of Repayment. The Investment Amount and/or the Second Loan will become, in the Investor’s sole discretion, repayable upon the occurrence of an Event of Acceleration (as defined below) that occurs prior to the conversion of the Investment Amount under Section 2 above and/or prior to the conversion of the Second Loan under Section 4 above. For the purposes of this Section 5, an “Event of Acceleration” shall be deemed to exist upon the occurrence of any of the following: (a) the Company files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (b) a receiver, trustee, or similar officer is appointed for the business or a significant part of the property of the Company, and such appointments are not stayed, enjoined, or discharged within forty-five (45) days from their commencement; (c) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against the Company, and such actions are not stayed, enjoined, or discharged within forty-five (45) days from their commencement; (d) the Company adopts a resolution for discontinuance of its business or for its liquidation, dissolution or winding-up; or (e) a sale of all or substantially all of the assets of the Company.
Acceleration of Repayment a. Borrowers agree to immediately repay the entire then outstanding Loan Amount, including accrued interest, on the earlier to occur of the following:
(i) Non-payment by Borrowers, or either of them, of any uncontested debt within 30 days of when due;
(ii) Appointment of a receiver or trustee to take possession of any real or personal property of Borrowers, or of either Borrower, including, but not limited to, the Property, if not removed with 30 days;
(iii) Death of Hector Ruiz;
(iv) Insolvency, commission of an act ox xxxxxxxxxy, or for relief, under the provisions of the Bankruptcy Code of 1978, as amended, or under any other law or laws for the relief of or relating to debtors, of, by or against Borrowers, or either of them;
(v) Hector Ruiz's voluntary termination of his employment with AMD or AMX'x xxxxxxxxxon of Hector Ruiz's employment for cause;
(vi) Attachment xx xxx xxxxxxary or involuntary lien of any kind or character to the assets of Borrowers, or either of them, including, but not limited to, Borrowers' further encumbrance of the Property, unless released within 30 days;
(vii) Sale, transfer or conveyance by Borrowers, or either of them, of their interest in the Property to anyone other than AMD; or
(viii) Borrowers' failure to meet any of the conditions, perform any obligation or make any payment under this Agreement, the Note or the Deed of Trust.
Acceleration of Repayment. The Company and Trustee hereby agree that in the event a "Change of Control" of the Company occurs at any time in which Shares remain unallocated pursuant to the "Revised Allocation Schedule" set forth below in Section 5, then such remaining Shares shall be allocated pursuant to the "Current Allocation Schedule" set forth in Section 5 below, and as of the date of the Change of Control, all Shares that would have been allocated if the "Current Allocation Schedule" had remained in effect shall be allocated as of that date to the individuals who are then active participants in the Plan as of the date immediately prior to the Change of Control. In the event there is a Change of Control of the Company and the Plan is terminated, all remaining Shares immediately shall be released from suspense and allocated to the individuals who are then active participants in the Plan as of the date of the termination of the Plan. In the event of a Change of Control, the repayment schedule for the 2000 Renewal ESOP Note may not be extended in any event, and neither the "Current Allocation Schedule" nor the "Revised Allocation Schedule" may be extended (but may be accelerated) for any reason, even if both the Company and the Trustee agree to such extension. For purposes of this Agreement, a " Change of Control" means any of the following events:
(a) any person (as such term is used in Section 13(d) of the Securities Exchange Act of 0000, (xxx "Xxxxxxxx Xxx")) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a subsidiary of the Company or any employee benefit plan (or any related trust) of the Company or a subsidiary, becomes the beneficial owner of fifty percent (50%) or more of the Company's outstanding voting shares and other outstanding voting securities of the Company that are entitled to vote generally in the election of directors of the Company ("Voting Securities");
(b) individuals who, as of the effective date of this Agreement constitute the Board ("Incumbent Board"), cease for any reason to constitute a majority of the members of the Board; provided that any individual who becomes a director after the effective date whose election or nomination for election by the Company's shareholders was approved by a majority of the members of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened "election contest" relating to the...
Acceleration of Repayment. In the event that, prior to the Maturity Date, and solely to the extent that the Balance has not been fully repaid or converted pursuant to Section 3 hereunder, the Company closes a technology license or multiple licenses for the use of any of the assets it purchased from the Holder under the APA, in the intelligence, police, security or law enforcement industries, or other similar industries, the Company shall be required to repay Holder, within thirty (30) days of the close of such licensing transaction, an amount, up to and on account of the Balance, equal to sixty percent (60%) of the Net Proceeds received by the Company pursuant to such transaction (the “Licensing Fee”). In addition, to the extent that the Licensing Fee exceeds the Balance, Holder shall additionally be entitled to receive 50% of such excess amount. Any amounts paid by the Company to Holder pursuant to the Licensing Fee shall be applied (i) first to repayment of outstanding Principal Xxxxxx, and (ii) second to the payment of Accrued Interest.
Acceleration of Repayment. (a) Upon the earliest to occur of (i) the thirtieth (30th) day following the Borrower's termination of his employment with the Company or (ii) the date on which the Borrower's employment with the Company is terminated by the Company for "Cause" (as hereinafter defined), the holder of this Recourse Note may declare, by notice given to the Borrower, the entire out standing Principal Sum to be immediately due and payable, whereupon such Principal Sum, and any and all accrued and unpaid interest thereon, shall become due and payable without presentment, demand, protest, notice of dishonor and all other demands and notices of any kind, all of which are hereby expressly waived.
Acceleration of Repayment. 5.1 Notwithstanding any other provision of this Agreement, in the case that any of the following events occurs, the relevant Creditor shall have the right to deliver a written notice to the Debtor and require the Debtor to prepay the relevant amount of debts within the time limit as requested under such written notice:
(1) The occurrence of any event to the Debtor that may affect its financial condition or its ability to perform its obligations hereunder, including, without limitation, any ongoing or contemplated de-merger, merger, reorganization, restructuring, contemplated listing at a stock exchange or any other change to the operation methods of the Debtor, reduction of its registered capital, transfer of its material assets or equity, assumption of any material liability, creation of any new material liability over the mortgaged properties, the dissolution or cancellation of registration of the Debtor or filing for bankruptcy by (against) the Debtor, its involvement in any material lawsuit or arbitration, or its encounter of any difficulty in the operation or any deterioration in its financial status;
(2) The Guarantor fails to perform its obligations under the letter of guarantee specified in Article 3 hereof; or
(3) The Guarantor fails to perform its obligation under the ETC.
5.2 The Debtor and the Guarantor shall notify all Creditors in writing upon the occurrence or threatened occurrence of any of the events set out in the above Article 5.1
(1) in a timely manner.
5.3 Upon the occurrence of events under Article 5.1, the relevant Creditor will be entitled to require the Debtor to repay: (1) all or part of the Debts to RAE Beijing and Debts to RAE Shanghai that have not yet been repaid by the Debtor; (2) interest accrued on the above outstanding debts as from the date hereof and to be calculated based on the then applicable lending interest rate of the Bank of China; and (3) delay penalty calculated in accordance with Article 2.4 hereof (if applicable).
