Additional Action in Certain Events Sample Clauses

Additional Action in Certain Events. If any event or condition described in Section 7.12 or 7.13 has occurred and is continuing that increases the cost to the Borrower of the Loans, Commitments or Letters of Credit by any Bank or Banks, the Borrower may (after paying any accrued amounts required to be paid pursuant to Section 7.12 or 7.13 hereof for the period prior to the taking of such action) either: (a) require any Bank so affected by such event or condition to transfer or assign, in whole (but not in part), without recourse, its Commitment and Loans hereunder in accordance with the provisions of Section 13.11(a) to one or more Assignees (which need not be existing Banks hereunder) identified to it by the Borrower; provided that (x) no Bank shall be required to assign all or any portion of its Commitments and Loans pursuant to this Section 7.15 unless and until such Bank shall have received from such Assignees one or more payments which, in an aggregate, are at least equal to the aggregate outstanding principal amount of the Loans (other than CAF Advances) owing to such Bank and all accrued interest and other amounts owing on account thereof and (y) any CAF Advances owing to such Bank shall (at the election of the Borrower) either remain outstanding in accordance with their terms (in which case the Borrower shall remain liable for any such amounts required to be paid pursuant to Section 7.12 or 7.13) or be prepaid by the Borrower (together with accrued interest through the date of prepayment and, in the case of a LIBO Rate CAF Advance, any "breakage" costs resulting from such prepayment); or (b) prepay in full the Loans and terminate the Commitment of any Bank so affected by such event or condition, upon giving the Administrative Agent and such Bank or Banks at least five Banking Days' prior irrevocable notice thereof specifying the date of prepayment and, upon such prepayment and termination, the Commitment of such affected Bank shall be terminated; provided that no such prepayment and termination shall be permitted (x) during such time as an Event of Default (or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default) has occurred and is continuing or (y) if, after giving effect thereto (and to the related reallocation of participating interests in Swingline Loans and L/C Obligations) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments then in effect. Any such prepayment hereunder shall be made by the Borrower, wi...
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Additional Action in Certain Events. (a) In the event that any event or condition described in subsection 4.11, 4.12 or 4.13 (a) has occurred and is continuing that increases the cost to a Borrower of the Loans by any Lender, the Company may (after paying any accrued amounts required to be paid pursuant to subsection 4.11, 4.12 or 4.13(a) hereof, as the case may be, for the period prior to the taking of such action) require any Lender so affected by such event or condition to transfer or assign, in whole (but not in part), without recourse, its Commitments and Loans hereunder in accordance with the provisions of subsection 12.6(c) to one or more Assignees (which need not be existing Lenders hereunder, but which may not request payment from such Borrower of any such amounts on account of the same event or condition which affects the assigning Lender) identified to it by the Company. (b) In the event that any Lender shall fail to execute and deliver any amendment, supplement or modification hereto requested by the Company, the Company may (within 30 days following the requested response date for such amendment, supplement or modification) require such Lender to transfer or assign, in whole (but not in part), without recourse, its Commitments and Loans hereunder in accordance with the provisions of subsection 12.6(c) to one or more Assignees (which need not be existing Lenders hereunder, but which must be willing to execute and deliver such amendment, supplement or modification) identified to it by the Company.
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Additional Action in Certain Events. 36 4.17 Extension of Commitments....................................37
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Additional Action in Certain Events. (a) If an event or condition described in Sections 4.8, 4.9, or 4.10 (a) has occurred or exists, or, in the case of subsection (i) below, will occur or exist, but without prejudice to the obligations of the Company under Sections 4.8, 4.9 or 4.10, the Bank or Banks so affected by such event or condition will, if so requested by the Company, (i) consult with the Company and the Agent for up to 30 days from the date of such request with a view to agreeing to a mutually acceptable alternative arrangement which will avoid or minimize the payment of such additional amount in the future and which is not prejudicial to that Bank or (ii) make a good faith effort (which shall not require the Bank to incur any loss) to make within 30 days, subject to the consent of the Company, an assignment, in accordance with subsection 10.5(d), of all its rights and delegation of its obligations under this Agreement, including the Commitments and the outstanding Loans or Uncommitted Advances to one of its subsidiaries or affiliates or to another Bank or to a Purchasing Bank, for the purpose of causing such event or condition to cease to exist or to reduce the liability of the Company, so long as such assignment and delegation does not, at the time of such assignment, result in another such event or condition specified above under Section 4.8, or cause a condition or event in the subsections specified above which results in no reduction in the liability of the Company under such subsection. (b) Subject to (a) above, the Company shall have the right to prepay, if an event or condition described in Sections 4.9 or 4.10 (a) has occurred or exists, the outstanding Loans or Uncommitted Advances, if any, as applicable, and terminate the Commitments, of the Bank or Banks so affected by such event or condition, upon giving the Agent and such Bank or Banks at least five Business Days' prior irrevocable notice thereof specifying the date of prepayment, if any, and termination. Any such prepayment hereunder shall be made by the Company, together with interest thereon and any other amounts payable hereunder, on the date specified in such notice and, if not made on a Maturity Date, shall be made together with the indemnity payment referred to in subsection 4.12 hereof.
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Related to Additional Action in Certain Events

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly: Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B. Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or Party B. Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B. Section 5(a)(iv) (Misrepresentation) will not apply to Party A or Party B. Section 5(a)(v) (Default under Specified Transaction) will not apply to Party A or Party B. Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B. Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that clause (2) thereof shall not apply to Party B. Section 5(a)(viii) (Merger without Assumption) will apply to Party A and Party B.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

  • Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Common Stock). (b) Notwithstanding the foregoing, any Rights that are or were Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person or an Affiliate or Associate thereof or by any transferee, direct or indirect, of any of the foregoing shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not complete the certification set forth at the end of the form of assignment or notice of election to exercise and provide such additional evidence of the identity of the Beneficial Owner and its Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company shall reasonably request, then the Company shall be entitled conclusively to deem the Beneficial Owner thereof to be an Acquiring Person or an Affiliate or Associate thereof or a transferee of any of the foregoing and accordingly will deem the Rights evidenced thereby to be void and not transferable or exercisable. (c) The Board of Directors of the Company may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding shares of Common Stock elect to exchange all (but not less than all) the then outstanding Rights (which shall not include Rights that have become void pursuant to the provisions of Section 3.1(b)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Separation Time an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Common Stock (such exchange ratio, as adjusted from time to time, being hereinafter referred to as the "Exchange Ratio").

  • No Disqualification Events With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

  • Mandatory Reduction of Payments in Certain Events Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

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