Consenting Noteholder Termination Events. This Agreement may be terminated upon three business days’ prior written/email notice by the delivery to the Company and to the Consenting Noteholders of a written notice in accordance with Section 9.11 hereof by the Requisite Consenting Noteholders, each in the exercise of its sole discretion, upon the occurrence of any of the following events:
Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may terminate this Agreement upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 23 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion:
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis:
Consenting Noteholder Termination Events. This Agreement shall terminate upon the occurrence of any of the following events (each, a “Consenting Noteholders’ Termination Event”): (a) the failure of the Xxxxxx Parties to commence the Exchange Offer or any Consent Solicitation on or prior to the Exchange and Consent Commencement Date, except with the Requisite Noteholder Consent, (b) with respect to any Exchange Offer, at the time of the expiration of such Exchange Offer, the tender pursuant to such Exchange Offer by holders thereof of less than 90% in principal amount of the Notes with respect to which such Exchange Offer is made, or such lower threshold as may be agreed by the Companies with the Requisite Noteholder Consent (provided that, for purposes of calculating the percentage of Notes tendered, any Notes of any Consenting Noteholder that are subject to this Agreement shall be deemed to have been tendered if the failure of such Consenting Noteholder to tender such Notes would, but for the provisions of this Section 7.01, constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (c) with respect to any Consent Solicitation, at the time of the expiration of the Exchange Offer for the series of Notes with respect to which such Consent Solicitation is made, the voting in favor of the consents solicited pursuant to such Consent Solicitation by the holders thereof of less than 90% in principal amount of the Notes with respect to which such Consent Solicitation is made, or such lower threshold as may be agreed by the Companies with the Requisite Noteholder Consent (provided that, for purposes of calculating the percentage of Notes voted in favor of the consents solicited pursuant to any Consent Solicitation, any Notes of any Consenting Noteholder that are subject to this Agreement shall be deemed to have been voted in favor of such consents if the failure of such Consenting Noteholder to so vote such Notes would, but for the provisions of this Section 7.01, constitute a breach of such Consenting Noteholder’s commitments under this Agreement), (d) the termination by the Companies of the Letter of Intent or the Agreement and Plan of Merger or any other public announcement by any of the Xxxxxx Parties or any of the ACG Parties that it does not intend to pursue the Proposed Merger, (e) the breach in any material respect by the Xxxxxx Parties or the ACG Parties of any of the representations, warranties or covenants of such Parties set forth in this Agreement, (f) the issuance...
Consenting Noteholder Termination Events. This Agreement shall automatically terminate and, except as otherwise provided herein, all obligations of the Parties shall immediately terminate and be of no further force and effect upon the occurrence and continuation of any of the following events:
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon seven (7) Business Days’ written notice to the Administrative Agent and the Company in accordance with Section 9(k) hereof, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing by the Required Consenting Noteholders on a prospective or retroactive basis (it being agreed, during the seven (7) Business Days’ notice period, any of the following events may be cured):
Consenting Noteholder Termination Events. Any Consenting Noteholder may terminate its obligations and liabilities under this Agreement upon three (3) business days prior written notice delivered in accordance with Section 9.14 hereof, upon such Consenting Noteholder’s actual knowledge of the occurrence and continuation of any of the following events (each, a “Consenting Noteholder Termination Event”); provided, however, that any of the following events shall not constitute a Consenting Noteholder Termination Event if the Debtors receive express prior written consent for such event from the Required Consenting Noteholders:
Consenting Noteholder Termination Events. Either the Required Consenting GenOn Noteholders, on behalf of all Consenting GenOn Noteholders, or the Required Consenting GAG Noteholders, on behalf of all Consenting GAG Noteholders, may terminate this Agreement, in each case, upon five (5) business days written notice, delivered in accordance with Section 13.09 hereof, by such Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders to the Debtors and NRG, upon the occurrence and continuation of any of the events set forth below in clauses (a)-(n) of this Section, including without limitation, to the extent any of the events or actions set forth below occurred or were taken pursuant to Section 5.03(b). For purposes of this Section 11.01, the Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders delivering the termination notice shall be referred to as the “Terminating Consenting Noteholders,” and the Consenting Noteholders on whose behalf either the Required Consenting GenOn Noteholders or the Required Consenting GAG Noteholders have delivered a notice of termination shall be referred to as a “Terminating Consenting Class.” If termination is pursuant to Section 11.01(a) and occurs (i) prior to 15 months after the Petition Date, such termination shall be solely as to the Terminating Consenting Class or (ii) on or after 15 months after the Petition Date, such termination shall be as to all Parties. If the Required Consenting GenOn Noteholders terminate pursuant to any of Section 11.01(b)-(n), such termination shall be as to all Parties. If the Required Consenting GAG Noteholders terminate this Agreement pursuant to any of Section 11.01(b)-(n), such termination shall be as to all Parties; provided that the Required Consenting GAG Noteholders may not terminate this Agreement pursuant to Section 11.01(b) or (d) unless there is an Adverse GAG Treatment Event or it is reasonably foreseeable that an event, occurrence, or omission will result in an Adverse GAG Treatment Event. For purposes of this Section 11.01, the “GAG Agreed Treatment” means (i) the 92% Cash recovery on the GAG Notes Claims payable on the Plan Effective Date, (ii) the provision for liquidated damages at a rate of 6% per annum beginning on the date that is 180 days after the Petition Date and payable on the Plan Effective Date, and (iii) the payment on the Plan Effective Date of the GAG
Consenting Noteholder Termination Events. The Required Consenting Noteholders may terminate this Agreement as to all Parties, and such termination shall become effective immediately upon written notice being delivered to Navios by the Required Consenting Noteholders, at any time upon the occurrence and during the continuation of any of the following events:
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis: the failure to meet any Milestone unless (i) such failure is the result of any act, omission, or delay on the part of any Consenting Noteholder in violation of its obligations under this Agreement or (ii) such Milestone is waived in accordance with Section 28 of this Agreement;
