Change in Control Prepayment Sample Clauses

Change in Control Prepayment. Company shall (x) concurrently with the occurrence of a Change in Control, make an offer to all Lenders to prepay all Loans pursuant to a Change in Control Offer at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of prepayment and (y) on the Change in Control Payment Date prepay all the Loans of all Lenders properly accepting such offer of prepayment in accordance with such Change in Control Offer at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of prepayment.
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Change in Control Prepayment. The Holder may require the Company to prepay this Note, in whole or in part as requested by the Holder, at any time during the 90-day period following the consummation of a transaction which constitutes a Change in Control (as such term is defined in the 1999 Credit Facility), at the greater of the (i) Accreted Value together with all accrued and unpaid interest and Liquidated Damages, if any, thereon or (ii) the amount determined by multiplying the Closing Price of the Common Stock on the date prior to the Change of Control by the number of shares that would have been obtained had this Note been converted in full on that date. The Company shall notify the Holder thirty (30) days in advance of the date on which a Change in Control will occur or as soon as reasonably practicable thereafter, and shall, in such notification, inform the Holder of the Holder's right to require the Company to prepay this Note as provided in this Section 4 and of the date on which such right shall terminate (which shall be no less than 30 days after a Holder's receipt of notice). If the Holder elects to require the Company to prepay this Note pursuant to this Section 4, it shall furnish, prior to the date fixed in the Company's notice, written notice to the Company advising the Company of such election and the amount of principal of this Note to be prepaid. The Company shall prepay this Note in accordance with this Section 4 within one (1) Business Day after receipt of the Holder's election to require prepayment.
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Change in Control Prepayment. The Holder may require the Makers to prepay the outstanding principal balance of this Note, in whole or in part, and shall be entitled to all premiums that Holder would otherwise be entitled to under this Note (including any Repayment Premium and/or Optional Prepayment Amount) as a result of an acceleration of the amounts owing under this Note, as requested by the Holder, at any time during the 90-day period following the consummation of any transaction which constitutes a Change in Control (as such term is defined below), at the prepayment amount set forth below. For the purposes of this Note, a "Change in Control" shall mean: (a) any transaction or other event (including, without limitation, any merger, consolidation, sale or other transfer of stock or voting rights with respect thereto, issuance of stock, death or other transaction or event) by virtue of which GFN fails to own, directly, all of the outstanding Capital Stock of GFN (US) and indirectly, all of the outstanding Capital Stock of each Subsidiary of GFN (US); provided, however, that the sale, transfer or other disposition by any Subsidiary of Royal Wolf Holdings (the “Dissolving Entity”) of substantially all of its assets to another Subsidiary of Royal Wolf Holdings followed by the dissolution of the Dissolving Entity shall not constitute a Change of Control; (b) the Capital Stock of GFN (US), Holdings, Finance or Royal Wolf Holdings becomes subject to a Lien (other than a Lien in favor of Holder); (c) any sale, lease, transfer, assignment or other disposition of all or substantially all of the assets of GFN (US) and its Subsidiaries; provided, however, that the sale, transfer or other disposition by the Dissolving Entity of substantially all of its assets to another Subsidiary of Royal Wolf Holdings shall not constitute a Change of Control; (d) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such righ...
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Change in Control Prepayment. (a) If a Change in Control occurs, the Borrower shall prepay all of the outstanding Loans of each Lender except for Continuing Lenders (as defined below), together with a prepayment premium equal to 2% of the principal amount outstanding, plus all accrued and unpaid interest, fees and expenses in respect of the Loan to be so prepaid, in accordance with this Section 2.10. (b) Immediately following the occurrence of any Change in Control, but in no event later than the fifth Business Day following the Change in Control, the Borrower shall send a notice (the “Change in Control Notice”) to the Agent (which shall send a copy of the Change in Control Notice to each Lender) describing the transaction or transactions that constitute the Change in Control and setting forth a date (which date shall be no earlier than the 35th day after receipt of the Change in Control Notice by the Agent and, as it may be extended in accordance with Section 2.10(c), being called the “Election Date”) by which each Lender may elect not to have its Loans prepaid by notifying the Agent (and by which the Agent shall notify the Borrower of each Lender’s election). Without limiting the Borrower’s obligation to send a Change in Control Notice under the immediately preceding sentence should a Change in Control actually occur, the Borrower also shall notify the Agent (which shall send a copy of the notice to each Lender) of any proposed Change in Control, including any proxy solicitation for election of directors of ATP or any disposition of assets contemplated by ATP or Titan Holdco that could result in a Change in Control, no later than the date the Borrower, ATP or any of its Affiliates gains knowledge of the proposed Change in Control. (c) On or before the Election Date, any Lender, in its sole discretion, may notify the Agent that it elects not have its Loans prepaid (each Lender so electing not to have its Loans repaid, a “Continuing Lender”). Unless the Agent has notified the Borrower on or before tenth day before the Election Date that each Lender has notified the Agent whether or not it wishes to have its Loans repaid, the Borrower shall redeliver the Change in Control Notice to the Agent (which shall deliver a copy of the redelivered Change in Control Notice to each Lender that has not so notified the Agent of its election); provided, however, that if the Borrower fails to redeliver the Change in Control Notice to the Agent on or before the 15th day before the Election Date, then th...
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Change in Control Prepayment. Each Noteholder party to this First Amendment irrevocably waives, in accordance with Section 17 of the Note Purchase Agreement, its right to receive any prepayment of the Notes, or any Change in Control notice and offer thereof, in each case, arising under Section 8.7 of the Note Purchase Agreement in connection with the NYSE Merger Transactions. The foregoing waivers extend solely to the notice, offer and prepayment otherwise required under Section 8.7 of the Note Purchase Agreement in connection with the NYSE Merger Transactions as described herein and does not apply to any subsequent Change in Control.
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Change in Control Prepayment. The Holder may require the Borrower to prepay this Note, in whole or in part as requested by the Holder, at any time during the 90-day period following the consummation of a transaction which constitutes a Change in Control (as such term is defined below), at the prepayment amounts set forth below (and provided that, to the extent any ESFR Indebtedness remains outstanding at the time any such prepayments is required to be made, such prepayment would constitute an ESFR Permitted Payment). For the purposes of this Note, a "Change in Control" shall mean:
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Change in Control Prepayment 
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Related to Change in Control Prepayment

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Optional Prepayment (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (b) Optional prepayments of Term Loans shall be allocated among the Term Loans and the Other Term Loans, if any, as determined by the Borrower and shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as instructed by the Borrower in the notice set forth in Section 2.12(c), provided that if such notice omits such instructions, optional prepayments of Term Loans shall be applied pro rata against such remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and instructions with respect to the application under Section 2.12(b) of any prepayments of Term Loans, shall be irrevocable (unless such notice is expressly conditioned upon a refinancing of the Credit Facilities, in which case such notice may be rescinded if such refinancing shall not be consummated or shall otherwise be delayed) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

  • Prepayment (a) Provided no Event of Default has occurred and is continuing, Borrower may voluntarily prepay the Indebtedness in full and not in part (i) only on or prior to the day that is two (2) years after the Start-Up Day, and such prepayment shall be subject to payment of Prepayment Premium, and (ii) only on or after the date which is sixty (60) days prior to the Maturity Date and there shall be no Prepayment Premium or penalty assessed against Borrower by reason of such prepayment; provided, however, that Borrower shall give to Lender at least fifteen (15) days prior written notice of any such prepayment. Any prepayment of the Loan shall be made on a Payment Date, and if any such prepayment is not made on a Payment Date, Borrower shall also pay to Lender interest calculated at the Interest Rate that would have accrued on such prepaid Principal Indebtedness through the end of the Interest Accrual Period in which such prepayment occurs. Notwithstanding the foregoing, Permitted Transfers, defeasance in accordance with Section 2.10 and Property Substitutions in accordance with Section 2.14 are not prepayments. (b) Subject to Section 8.40, at any time during the term of the Loan, if any Borrower is required by Lender under the provisions of any Mortgage to prepay the Loan or any portion thereof in the event of damage to or destruction of, or a Taking of any Individual Property, such Borrower shall pay any Insurance Proceeds or Condemnation proceeds in the following manner and order of priority (i) first, to prepay the Loan to the full extent of the Insurance Proceeds or the Condemnation Proceeds, as applicable, to the extent of the Allocated Loan Amount for the applicable Individual Property, and (ii) to the Borrowers. (c) All prepayments of the Indebtedness made pursuant to this Section shall be applied by Lender in accordance with the provisions of Section 2.7 hereof. (d) No Borrower shall be permitted at any time to prepay all or any part of the Loan except as expressly provided in this Section.

  • Optional Prepayment of Loans (a) The Borrower shall have the right to prepay the Loans on not less than three (3) Business Days’ prior written notice to the Senior Facility Agent. (b) Any partial prepayment of the Loans under this Section 4.04 shall be in an amount that is not less than twenty million Dollars ($20,000,000). (c) All prepayments under this Section 4.04 shall be made by the Borrower to the Senior Facility Agent for the account of the Senior Lenders and shall be applied by the Senior Facility Agent in accordance with Section 4.04(d). Each notice of optional prepayment shall indicate whether the Loan being prepaid (i) was used for Gas Working Capital Purposes, General Working Capital Purposes or DSR Purposes and (ii) was a Working Capital Loan, Swing Line Loan or an LC Loan. Each notice of optional prepayment will be irrevocable, except that such notice given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities and/or the issuance of other debt, in which case such notice may be revoked by the Borrower (by notice to the Senior Facility Agent on or prior to the specified effective date) if such condition is not satisfied. The Borrower shall pay any Break Costs incurred by any Senior Secured Party as a result of such notice and revocation. (d) With respect to each prepayment to be made pursuant to this Section 4.04, on the date specified in the notice of prepayment delivered pursuant to Section 4.04(a), the Borrower shall pay to the Senior Facility Agent the sum of the following amounts: (i) the principal of, and accrued but unpaid interest on, the Loans to be prepaid; (ii) any additional amounts required to be paid under Section 5.05 (Funding Losses); and (iii) any other Obligations due to the respective Senior Lenders in connection with any prepayment under the Financing Documents.

  • Optional Prepayments The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b).

  • Change of Control Payment “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.

  • Change of Control Payments (a) If at any time during the Initial Term and any Renewal Term (i) there is a Change of Control (as defined below) and (ii) your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, in either case, within the greater of two years following the Change of Control or the remainder of the Initial Term or any Renewal Term, as applicable, then the Company shall pay you an amount equal to two times the sum of (a) your then Annual Base Salary, (b) the average of the annual bonuses actually paid to you with respect to the three completed years preceding the date of your termination of employment and (c) the aggregate annual dollar amount of the payments made or to be made by the Company for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Change of Control Amount”). The Change of Control Amount shall be paid to you in cash in a single lump sum within 30 days after the date your employment terminates. In the event that it is determined that the aggregate amount of the payments and benefits that could be considered “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (collectively, with the regulations and other guidance promulgated thereunder, the “Code”; and such payments and benefits, the “Parachute Payments”) that, but for this Section 3.9 would be payable to you under this Agreement or any other plan, policy or arrangement of the Company or Xxxxxx & Xxxxx Education, Inc., exceeds the greatest amount of Parachute Payments that could be paid to you without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the aggregate amount of Parachute Payments payable to you shall not exceed the amount that produces the greatest after-tax benefit to you after taking into account any Excise Tax to be payable by you. Any reduction in Parachute Payments pursuant to the immediately preceding sentence shall be made in the following order: (1) cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code, (2) welfare or in-kind benefits, (3) equity compensation awards and (4) cash payments that do constitute deferred compensation, in each case, such reductions shall be made in the manner that maximizes the present value to you of all such payments. The amounts payable to you under this Section 3.9(a) shall be in lieu of any amounts payable to you under Section 3.8 above. (b) As used herein, “Change of Control” shall mean the occurrence of one or more of the following events:

  • Prepayment Premium Borrower will be required to pay a prepayment premium in connection with certain prepayments of the Indebtedness, including a payment made after Lender’s exercise of any right of acceleration of the Indebtedness, as provided in the Note.

  • Optional Prepayments with Make-Whole Amount The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

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