Common use of Condition to Company Action Clause in Contracts

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 28 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement, Note Purchase Agreement

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Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 16 contracts

Samples: Master Note Agreement (CERNER Corp), Master Note Agreement (CERNER Corp), Note Purchase Agreement (Tetra Technologies Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 14 contracts

Samples: Guaranty Agreement (Sensient Technologies Corp), Guaranty Agreement (Sensient Technologies Corp), Note Purchase Agreement (Sensient Technologies Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Appears in 8 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) subject to subparagraph (d), contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 7 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes of all Series outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 6 contracts

Samples: Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 5 contracts

Samples: Note Purchase Agreement (Getty Realty Corp /Md/), Note Purchase Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.9, accompanied by the certificate described in subparagraph (g) of this Section 8.78.9, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.9.

Appears in 5 contracts

Samples: York Water Co, Note Purchase Agreement (York Water Co), York Water Co

Condition to Company Action. The Company will not take any action that consummates or finalizes a any Change in of Control or Material Change unless (i) at least 15 Business Days 25 days prior to such action it shall have given to each holder of Notes written notice containing and a constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.1(c), accompanied by the a certificate described in subparagraph (gSection 8.1(g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes (together with the Prepayment Premium, if any) required to be prepaid in accordance with this Section 8.78.1.

Appears in 4 contracts

Samples: Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay each Class of Notes as described in subparagraph (c) of this Section 8.78.5 or an election to prepay each Class of Notes as described in subparagraph (e) of this Section 8.5, accompanied by the certificate described in subparagraph (gh) of this Section 8.78.5, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.5.

Appears in 4 contracts

Samples: Note Purchase Agreement (Piper Jaffray Companies), Existing Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Piper Jaffray Companies)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days not less than thirty (30) days and not more than sixty (60) days prior to such action it action, the Company shall have given delivered to each holder of Notes written notice containing a Note a Section 8.3 Notice and constituting an offer Offer to prepay Notes as described in subparagraph (cPrepay pursuant to Section 8.3(c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7below, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 4 contracts

Samples: Note and Guaranty Agreement (Oaktree Capital Group, LLC), Note and Guaranty Agreement (Oaktree Capital Group, LLC), Oaktree Capital Group, LLC

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 3 contracts

Samples: Note Purchase Agreement (Snyder's-Lance, Inc.), Note Purchase Agreement (Homeservices Com Inc), Bindley Western Industries Inc

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7SECTION 2.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7SECTION 2.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7SECTION 2.7.

Appears in 3 contracts

Samples: Agreement (Nash Finch Co), Nash Finch Co, Nash Finch Co

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) a Change of this Section 8.7Control Prepayment Certificate, and (ii) subject to the provisions of paragraphs (d) and (f) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 3 contracts

Samples: Note Purchase Agreement (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 10 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 3 contracts

Samples: Note Purchase Agreement (Cerner Corp /Mo/), Note Purchase Agreement (Calamos Asset Management, Inc. /DE/), Calamos Asset Management, Inc. /DE/

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 3 contracts

Samples: Note Purchase Agreement (Connecticut Water Service Inc / Ct), Note Purchase Agreement (Amcol International Corp), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.79.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.79.6(f), and (ii) contemporaneously with the action taken to consummate or finalize any such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.79.6.

Appears in 2 contracts

Samples: Note Purchase Agreement (Canargo Energy Corp), Security Interest Agreement (Canargo Energy Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control (which, for purposes of clarity, shall not include Control Events) unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Polaris Industries Inc/Mn), Master Note Purchase Agreement (Polaris Industries Inc/Mn)

Condition to Company Action. The Company will not take any action action, directly or indirectly, that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.10, accompanied by the certificate described in subparagraph (g) of this Section 8.78.10, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.10.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of the Notes written notice containing and constituting an offer to prepay all outstanding Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all outstanding Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Shelf Agreement (Nn Inc), Note Purchase Agreement (Nn Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes consummate a Change in of Control unless (i) at least 15 Business Days prior to such action consummation it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such actionconsummation, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 2 contracts

Samples: Guaranty Agreement (Patterson Uti Energy Inc), Guaranty Agreement (Patterson Uti Energy Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.5, accompanied by the certificate described in subparagraph (g) of this Section 8.78.5, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.5.

Appears in 2 contracts

Samples: Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Jackson Hewitt Tax Service Inc

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7Section, accompanied by the certificate described in subparagraph (g) of this Section 8.7Section, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7Section.

Appears in 2 contracts

Samples: ______________ Note Purchase Agreement (Culp Inc), Note Purchase Agreement (Oceaneering International Inc)

Condition to Company Action. The Company will not take any action within its control that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) subject to subparagraph (d), solely with respect to the Synergy Acquisition, within 45 days following the consummation of such Change of Control, and with respect to all other transactions, contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 2 contracts

Samples: Note Purchase Agreement (Steris Corp), Note Purchase Agreement (Steris Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control of the Company unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (gf) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required whose holders have accepted the offer to be prepaid prepay in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Littelfuse Inc /De), Note Purchase Agreement (Littelfuse Inc /De)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Appears in 2 contracts

Samples: 2022 Note Purchase Agreement (Regal Rexnord Corp), Subsidiary Guaranty Agreement (Morningstar, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Dentsply International (Dentsply International Inc /De/), Dentsply International Inc /De/

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Note Purchase Agreement (Dakota Growers Pasta Co), Note Purchase Agreement (Schein Henry Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.710.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.710.6(f), and (ii) contemporaneously with the action taken to consummate or finalize any such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.710.6.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Canargo Energy Corp), Waiver and Consent (Canargo Energy Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 2 contracts

Samples: Pledge Agreement (Lincare Holdings Inc), Note Purchase Agreement (Lincare Holdings Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8, accompanied by the certificate described in subparagraph (g) of this Section 8.78.8, and (ii) subject to subparagraph (d), contemporaneously with the consummation of such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Appears in 2 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.72.3, accompanied by the certificate described in subparagraph (g) of this Section 8.72.3, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.72.3.

Appears in 2 contracts

Samples: Note Agreement (Simpson Industries Inc), Note Agreement (Simpson Industries Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of 2009 Notes written notice containing and constituting an offer to prepay the 2009 Notes as described in subparagraph (c) of this Section 8.78 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.78 of this Supplement, and (ii) contemporaneously with such action, it prepays all 2009 Notes required to be prepaid in accordance with this Section 8.78 of this Supplement.

Appears in 1 contract

Samples: Natural Resource Partners Lp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.subparagraph

Appears in 1 contract

Samples: Nash Finch Co

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. UNITED STATIONERS SUPPLY CO. Note Purchase Agreement

Appears in 1 contract

Samples: Agreement (United Stationers Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Series 2009C Notes written notice containing and constituting an offer to prepay Series 2009C Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Series 2009C Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Series 2009c Note Purchase Agreement (Tri-State Generation & Transmission Association, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii2) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Odyssey Re Holdings Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.72.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.72.6.

Appears in 1 contract

Samples: Note Agreement (Nash Finch Co)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.6(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.6.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Fastenal Co)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of 2011 Notes written notice containing and constituting an offer to prepay the 2011 Notes as described in subparagraph (c) of this Section 8.78 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.78 of this Supplement, and (ii) contemporaneously with such action, it prepays all 2011 Notes required to be prepaid in accordance with this Section 8.78 of this Supplement.

Appears in 1 contract

Samples: Natural Resource Partners Lp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 30 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Change of Control Agreement (Hickory Tech Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.9, accompanied by the certificate described in subparagraph (g) of this Section 8.78.9, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.9.

Appears in 1 contract

Samples: Note Purchase Agreement (Vectren Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to New York Life and each holder of Notes a Note written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Master Note Agreement (Stepan Co)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Essential Utilities, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such actionif required by this Section 8.3, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) a Change of this Section 8.7Control Prepayment Certificate, and (ii) subject to the provisions of paragraphs (d) and (f) below, 12660262v2 contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Patterson Companies, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Pool Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 40 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Triumph Group Inc /)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6, accompanied by the certificate described in subparagraph (g) of this Section 8.78.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.6.

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Beloit Corp)

Condition to Company Action. The Neither the Trustee nor the Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it they shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: First Potomac Realty Trust

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes Noteholder written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Tetra Technologies Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Philadelphia Suburban Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series A Notes written notice containing and constituting an offer to prepay Series A Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Series A Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Nn Inc)

Condition to Company Action. The Company will not take any action action, directly or indirectly, that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Agreement (Aptargroup Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Sigma (Sigma Aldrich Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Series 2014B Notes written notice containing and constituting an offer to prepay Series 2014B Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Series 2014B Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: 2014 Note Purchase Agreement (Tri-State Generation & Transmission Association, Inc.)

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Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. (c)

Appears in 1 contract

Samples: Note Purchase Agreement (Schein Henry Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Federal Signal Corp /De/)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Appears in 1 contract

Samples: Note Purchase Agreement (International Flavors & Fragrances Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. Sensient Technologies Corporation Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Sensient Technologies Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 45 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7SECTION 2.6, accompanied by the certificate described in subparagraph (g) of this Section 8.7SECTION 2.6, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7SECTION 2.6.

Appears in 1 contract

Samples: Nash Finch Co

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to Prudential and each holder of Notes a Note written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Defined Terms (Stepan Co)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes the Lender written notice containing and constituting an offer to prepay Notes the Note as described in subparagraph (c) of this Section 8.79.16, accompanied by the certificate described in subparagraph (g) of this the Section 8.79.16, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7the Note.

Appears in 1 contract

Samples: Credit Agreement (Homeservices Com Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Minerals Technologies Inc

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 60 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an and offer to prepay purchase Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays purchases all Notes required to be prepaid purchased in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (American Crystal Sugar Co /Mn/)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in -20- Vectren Utility Holdings, Inc. Note Purchase Agreement subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Vectren Utility Holdings Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series D Notes written notice containing and constituting an offer to prepay the Series D Notes as described in subparagraph (c) of this Section 8.77 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.77 of this Supplement, and (ii) contemporaneously with such action, it prepays all Series D Notes required to be prepaid in accordance with this Section 8.77 of this Supplement.

Appears in 1 contract

Samples: Natural Resource Partners Lp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 60 days prior to such action it shall have given to each holder of Notes Holder written notice containing and constituting an offer to prepay purchase Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays purchases all Notes required to be prepaid purchased in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Schulman a Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such actionChange in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.. 4850-4933-9817 v1

Appears in 1 contract

Samples: Note Purchase Agreement (Getty Realty Corp /Md/)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and ​ ​ ​ constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.8.

Appears in 1 contract

Samples: Note Purchase Agreement (Marcus Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Note Purchase Agreement (Andersons Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days fifteen days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.1, accompanied by the certificate described in subparagraph (g) of this Section 8.78.1, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.1.

Appears in 1 contract

Samples: Note Purchase Agreement (Westamerica Bancorporation)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in In Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes Holder written notice containing and constituting an offer to prepay purchase the Notes as described in subparagraph (c) of this Section 8.79.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.79.7(g), and (ii) contemporaneously with such action, it prepays shall have purchased all Notes required to be prepaid purchased in accordance with this Section 8.79.7.

Appears in 1 contract

Samples: Hunt Corp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.in

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Rexnord Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 20 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.and

Appears in 1 contract

Samples: Guaranty Agreement (Schneider National, Inc.)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.8(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.8. ​ ​ ​ ​ ​

Appears in 1 contract

Samples: Note Purchase Agreement (Marcus Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, 4824-7341-0592.7 contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Cerner Corp /Mo/)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Series E Notes written notice containing and constituting an offer to prepay the Series E Notes as described in subparagraph (c) of this Section 8.77 of this Supplement, accompanied by the certificate described in subparagraph (g) of this Section 8.77 of this Supplement, and (ii) contemporaneously with such action, it prepays all Series E Notes required to be prepaid in accordance with this Section 8.77 of this Supplement.

Appears in 1 contract

Samples: Natural Resource Partners Lp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Meredith Corp

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.. CenterPoint Energy Resources Corp. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Centerpoint Energy Resources Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.3(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (cSection 2.06(a)(3) of this Section 8.7below, accompanied by the certificate described in subparagraph (gSection 2.06(a)(7) of this Section 8.7below, and (ii) contemporaneously with consummation of such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.72.06(a).

Appears in 1 contract

Samples: Third Amendment Agreement (Monitronics International Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes, on a pro rata basis in respect of all Notes outstanding at such time, as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.and

Appears in 1 contract

Samples: Note Purchase Agreement (Meredith Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice (including a description of the terms of such Change in Control in sufficient detail to enable a holder of Notes to evaluate the merits thereof) containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3(c), accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3(f).

Appears in 1 contract

Samples: Note Purchase Agreement (Ryans Family Steakhouses Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days thirty (30) days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph paragraph (c) of this Section 8.7, accompanied by the -16- certificate described in subparagraph paragraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Guaranty Agreement (Woodward Governor Co)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control or Management Buyout unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, and accompanied by the certificate described in subparagraph paragraph (g) of this Section 8.78.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Caseys General Stores Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 10 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (ciii) of this Section 8.79.1(d), accompanied by the certificate described in subparagraph (gvii) of this Section 8.79.1(d), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.79.1(d).

Appears in 1 contract

Samples: Note Purchase Agreement (Oneita Industries Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.79.2, accompanied by the certificate described in subparagraph (g) of this Section 8.79.2, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.79.2.

Appears in 1 contract

Samples: Stock Sale and Note Purchase Agreement (Cascade Microtech Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.8.3. (c)

Appears in 1 contract

Samples: Loan Agreement (Village Super Market Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.7(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.7(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Credit Agreement (Sigma Aldrich Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days days prior to such action it the Company shall have given to each holder of Notes written notice containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.7.

Appears in 1 contract

Samples: Simpson (Simpson Industries Inc)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 thirty (30) Business Days prior to such action it the Obligors shall have given to each holder of Notes written notice (by telecopy and overnight delivery service) containing and constituting an offer to prepay the Notes as described in subparagraph (c) of this Section 8.78.3, accompanied by the certificate described in subparagraph (g) of this Section 8.78.3, and (ii) contemporaneously with such action, it prepays they prepay all Notes required to be prepaid in accordance with this Section 8.78.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Burlington Coat Factory Warehouse Corp)

Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in of Control unless (i1) at least 15 Business Days 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.78.6(c), accompanied by the certificate described in subparagraph (g) of this Section 8.78.6(g), and (ii2) contemporaneously with such action, it the Company prepays all Notes required to be prepaid in accordance with this Section 8.78.6.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Macquarie Infrastructure CO LLC)

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