Change of Control of the Borrower the Borrower shall have suffered a Change of Control, then the Lenders' obligation to make the Credit Facility available shall cease and the Agent, on behalf of the Lenders, may (with the consent of the Majority Lenders) and shall (upon the Majority Lenders' instruction) by notice to the Borrower, (i) declare the entire balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrower hereunder and under the Note due and payable whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived (provided that upon the happening of an event specified in subsections (i) or (k) of this Section 9.1, the Note shall be immediately due and payable without declaration or other notice to the Borrower), (ii) terminate any Letter of Credit which may be terminated in accordance with its terms and (iii) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of an Event of Default specified in subsection (i) or (k) of this Section 9.1, it will pay) to the Agent at the office set forth in Section 7.1 such additional amounts, to be held as security in respect of Letters of Credit then outstanding (if any), equal to the aggregate of the then Letter of Credit Outstandings, such amounts to be repaid to the Borrower to the extent not utilized to cover Letter of Credit drawings. In such event, the Agent and the Lenders may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement or in the Note or in aid of the exercise of any power granted herein or therein, or the Agent and the Lenders may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by applicable laws for the collection of all sums due, or so declared due, on the Note, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrower hereunder and/or under the Note (whether or not then due) all moneys and other amounts of the Borrower , then or thereafter in possession of the Lenders, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or t...
Change of Control of the Borrower. The individuals who, as of the date of this Agreement, constitute the members of the Borrower's board of directors (for purposes of this SECTION 11.9, the "INCUMBENT BOARD") do not constitute or cease for any reason to constitute at least 66 2/3% of:
Change of Control of the Borrower. (a) If any person or group of persons acting in concert gains control of the Borrower or upon a Flotation of any Material Subsidiary (as defined in paragraphs (a) or (b) of the definition of Material Subsidiary) or the sale of all or substantially all of the assets of the Group (whether in a single transaction or a series of related transactions and whether voluntary or involuntary):
Change of Control of the Borrower. Either (a) Xxxxxxx Family Members or direct or indirect Subsidiaries of Xxxxxxx Family Members or their nominees shall cease to own, in the aggregate, beneficially (i) at least 25% of the outstanding voting common stock of the Borrower (or any successor permitted under Section 6.11) and (ii) a sufficient number of shares of such voting common stock of the Borrower so that such Xxxxxxx Family Members, in the aggregate, shall own more shares of such voting common stock than any other Person or group of Persons by a margin of at least 10% of the total number of shares of such voting common stock of the Borrower then outstanding, or (b) a majority of the members of the Board of Directors of the Borrower shall not actually consist of Xxxxxxx Family Members, their nominees or representatives or independent directors within the meaning of applicable Securities and Exchange Commission and stock exchange regulations.
Change of Control of the Borrower. GATX shall sell, lease or otherwise dispose of or encumber any of the shares of any class of the capital stock of the Borrower; then, and in any such event, and at any time thereafter, if such event shall then be continuing, the Administrative Agent, upon the written or telex request of the Required Banks, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against the Borrower: (i) declare the Commitments terminated, whereupon the Commitment of each Bank shall terminate immediately and any facility fee shall forthwith become due and payable without any other notice of any kind; or (ii) declare the principal of and any accrued interest on the Loans, and all other amounts owing hereunder, to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided, that, if an Event of Default specified in Section 6.08 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent to the Borrower, as specified in clauses (i) and (ii) above, shall occur automatically without the giving of any such notice.
Change of Control of the Borrower then, and in any such event, the Lender (i) may declare its obligation to make the Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) may, by notice to the Borrower, declare any Note, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under clause (e) above, (A) the obligation of the Lender to make the Advances shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.
Change of Control of the Borrower. If a Change of Control shall occur, the Borrower shall pay the entire outstanding Principal Amount together with all accrued and unpaid interest thereon and all other amounts due to Healthtronics under this Note on the date of such Change of Control.
Change of Control of the Borrower mandatory cancellation If at any time during the Security Period Stena AB ceases directly or via a Wholly Owned Subsidiary of Stena AB to hold the entire issued share capital of the Borrower without the prior consent of the Majority Banks the Advances shall forthwith become repayable on the Agent's demand and the Agent may, and if so directed by the Majority Banks shall, make such a demand on the Borrower whereupon the Advances shall be repayable on the date specified in such notice together with all interest and any commitment commission accrued and all other sums payable under this Agreement and the Commitments shall be cancelled in full.
Change of Control of the Borrower. MANDATORY CANCELLATION If at any time during the Security Period Stena AB ceases directly or via a Wholly Owned Subsidiary of Stena AB to hold the entire issued share capital of the Borrower without the prior consent of the Majority Banks the Outstandings and the Standby Outstandings shall forthwith become repayable on the Agent's demand and the Agent may, and if so directed by the Majority Banks shall, make such a demand on the Borrower whereupon the Outstandings and the Standby Outstandings shall be repayable on the date specified in such notice together with all interest and any commitment commission accrued and all other sums payable under this Agreement and the Commitments and the Standby Commitment shall be cancelled in full.
Change of Control of the Borrower. If members of the Xxxxxx family including their successors and assigns within the Xxxxxx family, cease to hold beneficially and directly or indirectly at least 50.1% of the issued and outstanding voting shares in the capital of the Borrower or cease to directly or indirectly effectively control the Borrower.
