Consequences of Certain Events of Noncompliance Sample Clauses

Consequences of Certain Events of Noncompliance. (A) If an Event of Noncompliance has occurred, the holder or holders of a majority of the Series M Class 2 Interests then outstanding may demand (by written notice delivered to LLC) immediate redemption of all or any portion of the Series M Class 2 Interests owned by such holder or holders at a price per Series M Class 2 Interests equal to the Liquidation Value thereof (plus all accrued and unpaid dividends thereon). LLC shall redeem all Series M Class 2 Interests as to which rights under this section have been exercised within 15 days after receipt of the initial demand for redemption. Notwithstanding the foregoing, LLC shall not have any obligation to redeem the Series M Class 2 Interests so long as (i) such redemption is prohibited by the provisions of applicable state law or (ii) such redemption is prohibited by, or would otherwise cause a default under, indebtedness of LLC having a principal amount of excess of $1,000,000.00.
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Consequences of Certain Events of Noncompliance. If an Event of Noncompliance has occurred, the Investor may exercise its put right pursuant to Section 9.2 hereof. In addition, the Investor may exercise any other rights which the Investor may have been afforded under any contract or agreement at any time and any other rights which the Investor may have pursuant to applicable law. The rights granted to the Investor under this Section are subject to revesting upon each occurrence of an Event of Noncompliance.
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Consequences of Certain Events of Noncompliance. (i) If an Event of Noncompliance (other than the failure to pay timely dividends, which affects the dividend rate of the Preferred Stock as provided in Section 3) has occurred, the dividend rate on the Preferred Stock shall increase immediately to the lesser of (A) 18% per annum and (B) the maximum rate permitted by applicable law, and shall remain at such rate as long as any Preferred Stock is outstanding; provided, however, that if the Event of Noncompliance is one under Section 10(a)(iii), upon the cure of such Event of Noncompliance, the dividend rate shall be that which would otherwise be applicable but for the application of this Section 10(b)(i).
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Consequences of Certain Events of Noncompliance. If any Event of Noncompliance has occurred and is continuing beyond any applicable grace period the number of directors constituting the Corporation's Board of Directors will, at the request and approval of the holders of a majority of the outstanding shares of Series A Preferred Stock, be increased by such number as will constitute a minimum majority of the Board of Directors, and the holders of a majority of the outstanding shares of Series A Preferred Stock will have the special right, voting separately as a single class (with each share being entitled to one vote) and to the exclusion of all other classes of the Corporation's capital stock, to elect individuals to fill such newly created directorships, to remove any individuals elected to such directorships, and to fill any vacancies in such directorships. The special right of the holders of Series A Preferred Stock to elect a majority of the members of the Board of Directors may be exercised at the special meeting called pursuant to this subparagraph (ii), at any annual or special meeting of stockholders and, to the extent and in the manner permitted by applicable law, pursuant to a written consent in lieu of a stockholders' meeting. Such special right to elect additional directors will continue until such time as there is no longer any Event of Noncompliance in existence, at which time such special right will terminate subject to revesting upon the occurrence and continuation of any Event of Noncompliance which gives rise to such special right hereunder; provided that any director so elected will continue to serve as a director to the extent provided in the last paragraph of this Section 4.3.2.
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Consequences of Certain Events of Noncompliance. If any Event of Noncompliance has occurred and is continuing for such 30-day period, the number of directors constituting the Corporation's Board of Directors will, at the request and approval of the holders of a majority of the Convertible Preferred Stock then outstanding, be increased by such number as will result in the holders of Convertible Preferred Stock having the right, hereunder or under any contractual arrangement, to elect an aggregate number of directors that will constitute a minimum majority of the Board of Directors, and the holders of a majority of the outstanding shares of Convertible Preferred Stock will have the special right, voting separately as a single class (with each share being entitled to one vote) and to the exclusion of all other classes of the Corporation's capital stock, to elect individuals to fill such newly created directorships, to remove any individuals elected to such directorships, and to fill any vacancies in such directorships. The special right of the holders of Convertible Preferred Stock to elect a majority of the members of the Board of Directors may be exercised at the special meeting called pursuant to this subparagraph (ii), at any annual or special meeting of stockholders and, to the extent and in the manner permitted by applicable law, pursuant to a written consent in lieu of a stockholders' meeting. Such special right will continue until such time as there is no longer any Event of Noncompliance in existence, at which time such special right will terminate subject to revesting upon the occurrence and continuation of any Event of Noncompliance which gives rise to such special right hereunder. At any time when such special right has vested in the holders of Convertible Preferred Stock, a proper officer of the Corporation shall, upon the written request of the holders of at least 10% of the Convertible Preferred Stock then outstanding, addressed to the Secretary or Assistance Secretary of the Corporation, call a special meeting of the holders of Convertible Preferred Stock for the purpose of electing directors pursuant to this Section. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, or at such other place designed by the holders of at least a majority of the shares of Convertible Preferred Stock then outstanding. If such meeting has not been called by a proper officer of the Corporation within 10 days after delivery of such written request upon t...
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Related to Consequences of Certain Events of Noncompliance

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Notices of Certain Events Each of the Company and Parent shall promptly notify the other of:

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

  • Notice of Certain Events If the Company proposes at any time to:

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

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