Effect of Sale on Contingent Notes Sample Clauses

Effect of Sale on Contingent Notes. Should any Person (as such term is defined in Section 12.3 hereof) acquire AmeriPath, whether by means of a merger with or into AmeriPath in which AmeriPath does not survive or the acquisition of all or substantially all of the stock or assets of AmeriPath (an " AmeriPath Acquisition "), then, with respect to the Contingent Notes, as a condition to consummation of the AmeriPath Acquisition, the acquiring Person shall be required, at the Sellers' option, to either (i) acknowledge and guarantee AmeriPath's on-going obligations under the Contingent Notes or (ii) assume the obligations under the Contingent Notes.
Sample 1
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Effect of Sale on Contingent Notes. Should any Person acquire AmeriPath, whether by means of a merger with or into AmeriPath in which AmeriPath does not survive or the acquisition of all or substantially all of the stock or assets of AmeriPath (an "AmeriPath Disposition"), then, with respect to such Contingent Notes, or any one or more of them, that have not theretofore been canceled or voided because the Minimum Target was not or has not been met for the period in question, as a condition to consummation of the AmeriPath Disposition, the acquiring Person shall be required to assume AmeriPath's on-going obligations under the Contingent Notes and to assume or honor the obligations under the Employment Agreements and any other agreement entered into in connection with the transactions contemplated hereby.
Sample 1
Effect of Sale on Contingent Notes. Should any Person (as such term is defined in Section 12.3 hereof) acquire AmeriPath, whether by means of a merger with or into AmeriPath in which AmeriPath does not survive or the acquisition of all or substantially all of the stock or assets of AmeriPath (an " AmeriPath Acquisition "), then, with respect to the Contingent Notes, as a condition to consummation of the AmeriPath Acquisition, (i) the acquiring Person shall be required either to acknowledge AmeriPath's on-going obligations under the Contingent Notes or to assume the obligations under the Contingent Notes, and (ii) at the option and election of the holders of a majority, in terms of maximum principal amount, of the Contingent Notes then outstanding (a " Majority of Noteholders"), either (A) the Contingent Notes remaining outstanding shall
Sample 1

Related to Effect of Sale on Contingent Notes

  • Action on Notes The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

  • SUBORDINATION OF NOTES Section 11.01.

  • Limitation on Issuances of Guarantees of Indebtedness The Company shall not permit any Restricted Subsidiary, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company unless such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture governing the Notes providing for the Guarantee of the payment of the Notes by such Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness. Notwithstanding the foregoing, any Guarantee by a Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon any sale, exchange or transfer, to any Person other than a Subsidiary of the Company, of all of the Company's stock in, or all or substantially all the assets of, such Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture. The form of such Guarantee is attached as Exhibit C hereto.

  • Limitation on Senior Subordinated Indebtedness The Company will not Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness and senior in right of payment to the Securities. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee.

  • Notation on Securities in Respect of Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

  • Release of Liens in Respect of Notes The Collateral Trustee’s Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Lien on the Collateral will terminate and be discharged:

  • SUBORDINATION OF SUBSIDIARY GUARANTEES The Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Notes are subordinated to Senior Debt), which shall include all guarantees of Senior Debt

  • Limitations on Issuances of Guarantees of Indebtedness The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Company except in respect of the Credit Facilities of the Company (the “Guaranteed Indebtedness”) unless:

  • Limitation on Secured Debt The Company will not, and will not permit any of its Subsidiaries to, incur any Debt (including, without limitation, Acquired Debt) secured by any Lien on any of its or any of its Subsidiaries’ property or assets, whether owned on the date of the Indenture or subsequently acquired, if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds from such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt which is secured by a Lien on any of its or its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) the Company’s and its Subsidiaries’ Total Assets as of the last day of the then most recently ended fiscal quarter covered in the Parent’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be; and (2) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Debt and any substantially concurrent offering of other securities.

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