Additional Payments Upon Merger, Etc Sample Clauses

Additional Payments Upon Merger, Etc. If at any time within six (6) months after any Put Closing Date or Call Closing Date with respect to the repurchase or exchange of any Warrants and/or Warrant Shares, the Company or any of its Subsidiaries shall become party to any Capital Transaction or the Company or any of its Subsidiaries or their respective stockholders enter into any agreement or letter of intent contemplating any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of its stockholders in respect of such Capital Transaction, make an additional payment to each Exercising Holder in an amount per Warrant Share (or share of common stock issuable upon exercise of any Warrant) repurchased from such Exercising Holder pursuant to Section 11.2 or 11.3 hereof equal to the excess, if any, of the value per share of the cash, securities and other property that such Exercising Holder would have received (or that the Company received in which such Exercising Holder would have had a beneficial interest as a stockholder of the Company) had such Exercising Holder’s Warrant Shares and/or Warrants not been previously repurchased pursuant to Section 11.2 or 11.3 hereof, but instead had been repurchased pursuant to Section 11.6 hereof, over the payment received by such Exercising Holder with respect to each such share pursuant to Section 11.2 or 11.3 hereof. Each payment to an Exercising Holder to this Section 11.6 shall be made either in cash or in the form of consideration received by the Company or the holders of common equity of the Company, as the case may be.

Additional Payments Upon Merger, Etc. If at any time within six ------------------------------------ (6) months after any Put Closing Date or Call Closing Date with respect to the repurchase of any Purchased Common Stock, the Company or any of its Subsidiaries shall become party to any Capital Transaction or the Company or any of its Subsidiaries or their respective stockholders enter into any agreement or letter of intent contemplating any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of its stockholders in respect of such Capital Transaction, make an additional payment to you in an amount per share of Purchased Common Stock repurchased from you pursuant to Section 11.2 or 11.3 hereof equal to the excess, if any, of the value per share of the cash, securities and other property that you would have received (or that the Company received in which you would have had a beneficial interest as a stockholder of the Company) had your Purchased Common Stock not been previously repurchased pursuant to Section 11.2 or 11.3 hereof, over the payment received by you with respect to each such share pursuant to Section 11.2 or 11.3 hereof. Each payment to you pursuant to this Section 11.6 shall be made either in cash or in the form of consideration received by the holders of common equity of the Company (or the Company).

Additional Payments Upon Merger, Etc. If at any time within twelve (12) months after any date of repurchase, redemption, exchange or conversion of any Notes, Warrants and/or Common Stock, the Company or any if its Subsidiaries shall become party to any Triggering Event (as defined in the Indenture) or the Company or any of its Subsidiaries or their respective stockholders enter into any agreement or letter of intent contemplating any Triggering Event or at such later time as any payment is received by the Company or any of its stockholders in respect of such Triggering Event, the Company shall make an additional payment to the Purchaser in an amount per share of Common Stock (or Common Stock issuable upon conversion of the Notes or exercise of the Warrant) repurchased from the Purchaser equal to the excess, if any, of the value per share of the cash, securities and other property that the Purchaser would have received (or that the Company received in which the Purchaser would have had a beneficial interest as a stockholder of the Company), had the Purchaser's Securities not been previously repurchased, but had been repurchased as a result of such Triggering Event, over the payment received by the Purchaser with respect to each such prior repurchase. Each payment to the Purchaser pursuant to this Section 8.4 shall be made either in cash or in the form of consideration received by the holders of common equity of the Company (or the Company).

Additional Payments Upon Merger, Etc. If at any time within one ------------------------------------ hundred eighty (180) days after a closing pursuant to Section 5A.02, the Company shall: (A) become party to one or more mergers, consolidations, sales of all or substantially all of its assets or other similar corporate actions pursuant to which the holders of the Company's Common Stock, in their capacity as such, receive cash, securities or other property, or the Company is acquired by the purchase of a majority of its shares of Common Stock, or the Company or its stockholders enter into any agreement or letter of intent contemplating any of the foregoing transactions or (B) file a registration statement under the Securities Act, then, in any such event, the Company shall, simultaneously with the consummation of any such transaction or the closing date under such registration statement, as the case may be, make an additional payment to the holder or holders whose Registrable Shares were so purchased by the Company in an amount equal to the excess, if any, in the case of clause (A) of the value per share of the cash, securities and other property that such holder or holders would have received (or that the Company received in which such holder or holders would have had a beneficial interest) or in the case of clause (B) the purchase price to the public, less underwriting discounts and commission, under such registration statement over the payment received by such holder or holders with respect to such Registrable Shares.

Additional Payments Upon Merger, Etc. If at any time within twelve months after any Put Closing Date with respect to the repurchase or exchange of any Warrants and/or Warrant Shares, the Company shall have entered into any agreement or letter of intent with respect to any Capital Transaction, the Company shall, simultaneously with the consummation of such Capital Transaction or at such later time as any payment is received by the Company or any of their stockholders in respect of such Capital Transaction, make an additional payment to each former holder of such Warrant or Warrant Shares in an amount equal to the excess of the amount such Holder would have received (or the Company would have received and in which such holder would have had a beneficial interest as a stockholder) in respect of such Warrant and/or Warrant Shares had such Warrants and/or Warrant Shares not been previously repurchased pursuant to Sections 7.2 or 7.3 hereof, but instead had been purchased pursuant to Section 7.6 hereof over the payment received by such holder pursuant to Sections 7.2 or 7.3 hereof. Each payment to such Holder pursuant to this Section 7.5 shall be made either in cash or in the form of the securities and other property received by the holders of common equity of the Company.

Related to Additional Payments Upon Merger, Etc

Tax Event Upon Merger The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);
Credit Event Upon Merger If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or
Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.
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).
Repurchase of Notes upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.
Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2. (b) Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States of America; and (ii) notify the Trustee thereof and give written notice (a “Change of Control Purchase Notice”) of such Change of Control to each Holder by first-class mail, postage prepaid, at its address appearing in the Security Register stating or including: (1) that a Change of Control has occurred, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes at the Change of Control Purchase Price; (2) the circumstances and relevant facts regarding such Change of Control (including information with respect to the Company’s pro forma consolidated historical income, cash flow and capitalization after giving effect to such Change of Control); (3) that the Change of Control Offer is being made pursuant to this Section 3.2 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price; (4) the Change of Control Purchase Date, which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; (5) the Change of Control Purchase Price; (6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.2 of the Initial Indenture; (7) that Notes must be surrendered on or prior to the Change of Control Purchase Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.2 of the Initial Indenture to collect payment; (8) that the Change of Control Purchase Price for any Note which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Offer Purchase Date; (9) the procedures for withdrawing a tender of Notes; (10) that any Note not tendered will continue to accrue interest; and (11) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date. (c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Note. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes registered as such on the relevant record dates according to the terms and the provisions of Section 2.
Refund or Payment upon Termination Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.
Redemption for Changes in Withholding Taxes (a) The Issuers are entitled to redeem the Notes, at the option of the Issuers, at any time in whole but not in part, upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the Holders (with a copy to the Trustee) mailed by first-class mail to each Holder’s registered address (or delivered electronically if held by DTC), at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) and Additional Amounts, if any, in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts with respect to the Notes as a result of: (i) a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date on which the Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and where the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Notwithstanding the foregoing, no such notice of redemption will be given (x) earlier than 90 days prior to the earliest date on which the Issuers would be obliged to make such payment of Additional Amounts and (y) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. (b) Before the Issuers publish or mail or deliver notice of redemption of the Notes as described above, the Issuers will deliver to the Trustee an Officers’ Certificate stating that the Issuers cannot avoid their obligation to pay Additional Amounts by taking reasonable measures available to them and that all conditions precedent to the redemption have been complied with. The Issuers will also deliver to the Trustee an Opinion of Counsel from outside counsel stating that the Issuers would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with. (c) This Section will apply mutatis mutandis to any jurisdiction in which any successor Person to an Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein.
Mandatory Prepayment Upon an Acceleration If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Prepayment Fee, (iii) the Final Payment, and (iv) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.

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