EARLY MATURITY OF NOTES AND REPURCHASE OF NOTES UPON A FUNDAMENTAL CHANGE Sample Clauses

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EARLY MATURITY OF NOTES AND REPURCHASE OF NOTES UPON A FUNDAMENTAL CHANGE. Section 15.01 Maturity of Notes Upon an Existing Notes Test Maturity Date.

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• Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

• Definitions As used in this Agreement, the following terms shall have the following meanings:

• Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

• Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

• WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

• Termination This Agreement may be terminated at any time prior to the Closing:

• IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

• Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

• Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

• Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.