Change of Control Prepayment Offer. (a) Promptly upon becoming aware that a Change of Control has occurred, and in any event not later than 30 days after becoming aware of the Change of Control, the Company shall give written notice (the “Company Notice”) of such Change of Control to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.8 and the rights of the holders hereunder and (iii) contain an offer (the “Change of Control Prepayment Offer”) by the Company to prepay the entire unpaid principal amount of Notes held by each holder in an amount equal to 100% of the principal amount of the Notes being prepaid (and without any Make-Whole Amount, premium or other penalty), together with interest accrued and unpaid thereon to the date specified in the Company Notice (the “Repurchase Price”), which date shall be a Business Day not more than 60 days after such Company Notice is given, unless otherwise agreed among the Company and each of the holders of the Notes (the “Prepayment Date”).
(b) Each holder of Notes shall notify the Company of such holder’s acceptance or rejection of the Change of Control Prepayment Offer by giving written notice thereof to the Company within fifteen (15) Business Days after receipt of the Company Notice; provided that the failure by the holder of any Note to respond to the Change of Control Prepayment Offer in writing within such time shall be deemed to be a rejection of such offer.
(c) On the Prepayment Date, the entire outstanding principal amount of the Notes held by each holder of Notes that has accepted the Change of Control Prepayment Offer shall become due and payable in an amount equal to the Repurchase Price. On the date that is two Business Days preceding the Prepayment Date, the Company shall deliver to each holder of Notes being prepaid a statement showing the Repurchase Price due in connection with such prepayment and setting forth the details of the computation of such amount.
Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 5.1 and subject to any restriction contained in any secured Indebtedness of a Credit Party or its Subsidiaries, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 30 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (such notice, a “Change of Control Offer”):
(i) that a Change of Control has occurred and that such Lender has the right to require the Borrower to repay such Lender’s Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase;
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repayment date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Change of Control must comply with Section 5.2(c). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be required to make a Change of Control Offer upon a Change of Control if, upon the direction of the Borrower, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.2(a) applicable to a Change of Control Offer made by the Borrower and repays all Loans validly offered and not withdrawn under such Change of Control Offer.
Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 5.1, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 90 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (such notice, a “Change of Control Offer”):
(i) that a Change of Control has occurred and that such Lender has the right to require the Borrower to repay such Lender’s Loans at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase;
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repayment date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Change of Control must comply with Section 5.2(c). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.2(a) applicable to a Change of Control Offer made by the Borrower and repays all Loans validly offered and not withdrawn under such Change of Control Offer.
Change of Control Prepayment Offer. Upon the occurrence of a Change of Control, each Lender will have the right to require the Company to prepay all or any part of such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent that the Company has previously elected to prepay Loans pursuant to Section 2.13(a). Within thirty (30) Business Days following any Change of Control, except to the extent that the Company has exercised its right to prepay the Loans as described in Section 2.13(a), the Company shall mail a notice (a “Change of Control Offer”) to each Lender with a copy to the Administrative Agent stating:
(1) that a Change of Control has occurred and that such Lender has the right to require the Company to prepay such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment (the “Change of Control Prepayment”);
(2) the circumstances and relevant facts and financial information regarding such Change of Control;
(3) the prepayment date (the “Change of Control Payment Date”) (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(4) the instructions determined by the Company, consistent with this Section 2.14, that a Lender must follow in order to have its Loans repaid. On the Change of Control Payment Date, if the Change of Control shall have occurred, the Company will pay an amount equal to the Change of Control Payment in respect of all Loans so tendered.
Change of Control Prepayment Offer. (i) Upon the occurrence of a Change of Control, each Lender will have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent the Borrower has previously elected to prepay Loans pursuant to Section 2.05(a).
(ii) Within 30 days following any Change of Control, except to the extent that the Borrower has exercised its right to prepay the Loans pursuant to Section 2.05(a), the Borrower shall notify the Administrative Agent (who shall notify the Lenders in accordance with the terms of this Agreement) (a “Change of Control Offer”):
Change of Control Prepayment Offer. (i) Upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all of such Lender’s outstanding Term Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment.
(ii) Within 2 Business Days following any Change of Control, the Borrower shall provide a written notice to each Lender, with a copy to the Administrative Agent, containing the following information (such notice, a “Change of Control Offer”):
Change of Control Prepayment Offer. Xx any time on or following the Extension Date, the Borrower shall make an offer to prepay all of the Loans outstanding pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of the prepayment. Within thirty (30) days following any Change of Control, the Borrower will send notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender in accordance with Section 10.02, with the following information:
Change of Control Prepayment Offer. Unless otherwise prepaid in accordance with Section 5.1, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all or any part of such Lender's Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of such repayment. Within 90 days following any Change of Control, the Borrower shall provide a written notice to the Administrative Agent containing the following information (such notice, a "CHANGE OF CONTROL OFFER"):
(i) that a Change of Control has occurred and that such Lender has the right to require the Borrower to repay such Lender's Loans at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase;
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repayment date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(iv) a statement that any Lender wishing to have its Loans repaid pursuant to such Change of Control must comply with Section 5.2(c). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notwithstanding the foregoing provisions of this Section, the Borrower shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 5.2(a) applicable to a Change of Control Offer made by the Borrower and repays all Loans validly offered and not withdrawn under such Change of Control Offer.
Change of Control Prepayment Offer. Upon the occurrence of a Change of Control, each Lender will have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, except to the extent the Borrower has previously elected to prepay Loans pursuant to Section 2.13.
Change of Control Prepayment Offer. Upon the occurrence of any of the following events (each, a “Change of Control”), each Lender will have the right to require the Borrower to prepay all or any part of such Lender’s Loans at a prepayment price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment in accordance with Section 2.14(a):
(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person, other than any Permitted Holder; or
(2) the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Borrower or any Parent of the Borrower (for purposes of calculating the total voting power of the Voting Stock held by a group, the voting power beneficially owned by a Permitted Holder shall be excluded to the extent such Permitted Holder retains the sole economic rights with respect to the subject Voting Stock); or
(3) (A) prior to the first public offering of common Capital Stock of the Parent or the Borrower, the first day on which the Board of Directors of the Parent or the Borrower shall cease to consist of a majority of directors who (i) were members of the Board of Directors of the Borrower on the Closing Date or (ii) were either (x) nominated for election by the Board of Directors of the Parent or the Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of directors nominated for election pursuant to this clause (x) or who were designated or appointed pursuant to clause (y) below, or (y) designated or appointed by a Permitted Holder (each of the dire...
