Common use of Deferral Pending Change of Control Clause in Contracts

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c) and accepted in accordance with Section 8.6(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 in respect of such Change of Control shall be deemed rescinded).

Appears in 5 contracts

Samples: Senior Secured Note Purchase Agreement (Encore Capital Group Inc), Intercreditor Agreement (Encore Capital Group Inc), Senior Secured Note Purchase Agreement (Encore Capital Group Inc)

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Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(cparagraph (b) and accepted in accordance with paragraph (d) of this Section 8.6(d) 8.3 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control Controls occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.3 in respect of such Change of Control shall be deemed rescinded).

Appears in 2 contracts

Samples: Guaranty Agreement (Woodward Governor Co), Guaranty Agreement (Woodward Governor Co)

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c8.8(b) and accepted in accordance with Section 8.6(d8.8(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.8 in respect of such Change of Control shall be deemed rescinded).

Appears in 2 contracts

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

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(csubparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.6(d) 8.7 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.7 in respect of such Change of Control shall be deemed rescinded).

Appears in 2 contracts

Samples: Credit Agreement Whitestone Reit Operating (Whitestone REIT), Note Purchase and Guaranty Agreement (Whitestone REIT)

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c8.8(b) and accepted in accordance with Section 8.6(d8.8(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.8 in respect of such Change of Control shall be deemed rescinded).. (g)

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Rexnord Corp)

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(csubparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.6(d) 8.1 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.1 in respect of such Change of Control shall be deemed rescinded).

Appears in 1 contract

Samples: Note Purchase Agreement (Westamerica Bancorporation)

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Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c) and accepted in accordance with Section 8.6(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does has not occur occurred on or prior to the Change of Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change of Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 in respect of such Change of Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Fastenal Co)

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c8.7(c) and accepted in accordance with Section 8.6(d8.7(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on the Change of Control Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change of Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 8.7 in respect of such Change of Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Appears in 1 contract

Samples: Note Purchase Agreement (Copart Inc)

Deferral Pending Change of Control. The obligation of the Company to prepay the Notes pursuant to the offers required by Section 8.6(c) and accepted in accordance with Section 8.6(d) is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur before or on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until until, and shall be made on the date on which which, such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i1) any such deferral of the date of prepayment, (ii2) the date on which such Change of Control and the prepayment are expected to occur, occur and (iii3) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.6 in respect of such Change of Control automatically shall be deemed rescindedrescinded without penalty or other liability).

Appears in 1 contract

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

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