Company Loan Sample Clauses

Company Loan. (a) If any Member does not fund a Required Additional Capital Contribution in accordance with Section 3.2(a) or a Requested Additional Capital Contribution in accordance with Section 3.2(b), then, provided the Non-Defaulting Member has funded its Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be, (i) the entire amount of the Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be, made by the Non-Defaulting Member shall be deemed a loan to the Company (such loan is referred to herein as a “Non-Defaulting Member Company Loan”), and (ii) the Non-Defaulting Member (which shall expressly not include any Unadmitted Assignees) shall have the right (but not the obligation) to make a loan to the Company in the amount of the Defaulting Member’s entire Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be (the amount of the Defaulting Member’s failed Capital Contribution is referred to herein as the “Failed Contribution Amount” and any loan made to the Company by the Non-Defaulting Member with respect to such Failed Contribution Amount is referred to herein as a “Failed Contribution Company Loan” and the Failed Contribution Company Loans together with the Non-Defaulting Member Company Loans are referred to herein as the “Company Loans”), in each case with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to all Member Loans and to any senior credit facility of the Company to the extent required by such senior credit facility, and the Defaulting Member shall bear all reasonable and customary costs and expenses related thereto and to the negotiation and documentation thereof, including reasonable fees and expenses of the counsel and accountants of the Company and the Member making such Company Loan. Any Company Loan shall not be treated as a Capital Contribution by the Member making such Company Loan and shall not increase the Capital Account of such Member or result in any adjustment to the number of Units held by any Member unless and until such Company Loan (or portion thereof) is converted to a Capital Contribution in accordance with Section 3.3(b) or 3.3(c). Subject to the earlier conversion of a Company Loan into a Capital Contribution pursuant to Section 3.3(c), each Company Loan shall have an initial term ending on the applicable First Anniversary Date (and no...

Company Loan. Notwithstanding the provisions of Section 6 of the Loan Agreement, dated as of May 17,1999, between the Executive and the Company (the "Loan Agreement"), the Executive shall not be required to prepay the entire Principal Amount (as defined in the Loan Agreement), together with all unpaid accrued interest and other charges properly incurred by the Company thereon (determined in accordance with the Loan Agreement) as of the date of termination, and instead shall be required to prepay such Principal Amount and all unpaid accrued interest other charges properly incurred by the Company thereon (determined in accordance with the Loan Agreement) on the first anniversary of the date of termination. The Loan Agreement shall be amended by the Company and the Executive to reflect the foregoing provision.

Company Loan. (a) Subject to the provisions of subparagraph (b) below, upon request of Optionee made at least three (3) business days prior to the intended exercise date, the Board may (on such exercise date) loan to Optionee an amount equal to the excess of the aggregate option price of the Common Stock which Optionee is then electing to purchase pursuant to the exercise of this Option, or any part hereof, over the aggregate par value of such Common Stock, less any other consideration delivered by Optionee upon such exercise, provided that Optionee shall execute a promissory note for such amount, payable to the order of the Company, in such form as is in accordance with the provisions of the Plan and as is otherwise satisfactory to the Board. (b) The Company shall have an obligation to make a loan to Optionee only if the Board shall have determined in its sole discretion prior to the exercise date that such loan should be made, but shall have no such obligation if the Board shall have thereafter canceled or suspended the operation of the loan provisions of the Man, or if the loan and/or other loans to be made at such time would exceed any limit on the maximum amount of loans that may be made under the Plan established from time to time by the Board in its discretion. Any loan hereunder to Optionee shall be on such terms and conditions, if any, as may be permitted by Rule 16b-3 without adversely affecting any requirement of such rule that the Plan be administered by disinterested persons. (c) Such loan shall further be conditioned upon the delivery by Optionee of such collateral as may be required by the Board and the execution by Optionee of such stock powers or other instruments which the Board may deem necessary or advisable in connection with such loan and creation of such security interest.

Company Loan. The purchase price shall be funded by a loan from the ------------ Company to the Employee in substantially the same form as attached hereto. Employee's obligation under the loan shall be secured by the shares purchased under this Agreement. The stock shall be held in custody by the Company or an agent for the Company until the loan has been repaid. The Employee shall deliver a signed, blank stock power to the Company relating thereto.

Company Loan. The Company shall, on the Closing Date (as such term is defined in the Stock Purchase Agreement), loan Executive two million dollars ($2,000,000) (the "Executive Loan"). The Executive Loan shall be unsecured and shall bear interest at a rate set forth in the Note (as defined below). The Executive Loan shall be evidenced by a promissory note (the "Note") executed by Executive in favor of the Company in substantially the form attached hereto as Exhibit C. The outstanding balance of the Executive Loan, if any, and any accrued interest thereon shall be repaid no later than the date which is thirty (30) days following the date of the fifth anniversary from the Closing Date (as such term is defined in the Stock Purchase Agreement). Notwithstanding the foregoing, the outstanding balance of the Executive Loan, if any, and any accrued interest thereon shall automatically be forgiven, and Executive shall have no payment obligation with respect thereto, upon the occurrence of any of the following events: (a) Executive incurs a Termination Without Cause or a Termination With Good Reason during the Term or a termination for death or disability; or (b) a Change in Control of the Company occurs during the Term; or (c) the Company achieves $327 million or more in Gross Operating Revenues (as defined below) during the period beginning on the date of the fourth anniversary of the Closing Date (as such term is defined in the Stock Purchase Agreement) and ending 365 days thereafter (the "Measurement Period"); or (d) the Company achieves $87 million or more in Consolidated EBITDA (as defined below) during the Measurement Period; or (e) the Board, in its sole and absolute discretion, determines that the Executive Loan shall be forgiven following the expiration of the Measurement Period.

Company Loan. At the Closing, the Company shall loan to Employee the ------------ principal amount of $2,000,000 pursuant to a note and other instruments and agreements as shall be consistent with the terms of this Section 4(e) (the "Loan"). The Loan shall be repayable on January 15, 2000, shall be prepayable without penalty in whole or in part (including all accrued interest on the principal amount prepaid), and shall bear interest at the Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as reported by the Internal Revenue Service, on the date the loan is made, payable at maturity or upon prepayment as aforesaid, and compounded semi-annually. The Loan shall be secured by shares of Common Stock owned by Executive having a fair market value on the date the Loan is made of not less than $2,000,000, pursuant to arrangements that permit the release of such shares in order to permit the sale or pledge thereof to raise after-tax proceeds to pay or prepay principal and accrued interest on the Loan at maturity or from time to time before maturity. Executive shall not be personally obligated to pay any principal of or interest on the Loan nor shall any of his assets secure payment of the principal of and interest on the Loan, except for such shares, solely from which the Company shall seek to realize payment in the event of any failure of payment on the part of Executive.

Company Loan. During the Term, upon the written request of Executive, the Company shall disburse to Executive at any time a loan in an amount of up to $500,000. The loan shall be subject to the following terms and conditions: (i) the principal amount of the loan shall be due and payable upon the first to occur of (A) 60 days following Executive's Date of Termination and (B) the fifth anniversary of the loan's date of disbursement; (ii) the loan shall be subject to interest at the applicable Federal rate under Section 1274(d) of the Internal Revenue Code of 1986, as amended, on the date the loan is made; (iii) interest on the loan shall be payable quarterly as set forth in the agreement evidencing such loan; (iv) the agreement evidencing such loan shall contain such additional terms and conditions as are reasonably acceptable to Executive in good faith; and (v) Executive shall not be required to pledge or otherwise hypothecate or encumber any of Executive's personal assets in connection with such loan.

Company Loan. (a) To induce Executive to accept employment with the Company and to enter into this Agreement, the Company shall, on the Effective Date, make a loan to Executive in the principal amount of $460,000.00 (the "Loan"). The indebtedness of Executive to the Company shall be evidenced by the Promissory Note attached hereto as Exhibit A (the "Note"), which Loan shall be secured by a security interest evidenced by a Security Agreement in the form attached hereto as Exhibit B and as described in Section 9 hereof, and the execution and delivery of the Note, Security Agreement and the Assignment (as defined in Section 8(b)) by Executive is a condition precedent to the obligation of the Company to make the Loan. The Loan shall be repaid by Executive as provided in the Note and as further provided in this Agreement. (b) Provided that Executive is employed by the Company and this Agreement remains in effect on each such date, the Company shall, on each of the first through sixtieth months from the Effective Date, forgive and release Executive from the obligation to pay to the Company the installment of principal and all accrued interest due to the Company on such date under the terms of the Note. It is the intention of the Company that, in the event Executive remains continuously employed by the Company during the Initial Employment Term, Executive will have no obligation to the Company to repay any part of the Loan. (c) In the event that the employment of Executive is terminated by the Company without cause as provided in Section 14(b) or in the event of termination for disability as provided in Section 14(d), the entire indebtedness of Executive to the Company in connection with the Loan shall automatically be released and discharged as of the effective date of termination and Executive shall thereafter have no further liability or obligation under the terms of the Note. (d) The Company and the Executive recognize that the forgiveness of indebtedness provided in Sections 7(b) and 7(C) will constitute ordinary income taxable to Executive, and Executive shall be responsible for the payment of all taxes associated therewith. (e) In the event that: (i) Executive voluntarily resigns prior to the expiration of the Initial Employment Term as provided in Section 14(e); (ii) the employment of Executive is terminated by the Company for cause as provided in Section 14(a); (iii) Executive dies; or (iv) Executive is terminated pursuant to Section 14(d), all outstanding indebtednes...

Company Loan. In the event that the Employee elects to exercise all or any portion of the Options pursuant to Section 4.2, to the extent the Employee so elects, the Company shall accept as consideration for the exercise of the Options a full recourse note (a "NOTE") validly delivered by the Employee containing terms and conditions reasonably satisfactory to the Employee and the Company, including, but not limited to, (a) an interest rate equal to the prime rate (as set forth in THE WALL STREET JOURNAL as of the date of delivery of the notes) plus 1% or such lesser interest rate as the Company determines in its reasonable discretion, will not result in adverse tax or accounting consequences; (b) mandatory repayment of the Note on the earliest of the date of (i) sale of the Company stock subject to the Options as to which the Note was issued; (ii) the Employee's resignation other than following a Constructive Termination (as defined in Section 5.2); or (iii) the Company's termination of the Employee's employment for Cause (as defined in Section 5.1); in the absence of any such event, the Employee shall repay the outstanding principal of the Note and accrued interest in equal consecutive quarterly installments over (A) the two-year period commencing upon the first anniversary of the date on which the Company stock obtained through the exercise of the Option becomes freely tradable (e.g., as a result of an initial public offer or a merger or acquisition), or (B) the three-year period commencing upon the date of his termination of employment with the Company.