Common use of Change of Control Prepayment Offer Clause in Contracts

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.