Equivalent Consideration. (a) If the Bank Facility shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to
(i) increase the margin used to determine the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period, or
(ii) change the reference rate used to determine such interest rate and the effect of such change shall be an increase in the interest rate applicable to any loan under the Bank Facility during the Covenant Relief Period compared to the rate that would be in force without giving effect to such amendment, modification or supplement, then the interest rate applicable to any Note shall be the interest rate otherwise in effect therefor plus a number of Basis Points equal to the interest rate increase (expressed in Basis Points) applicable from time to time to any loan under the Bank Facility as a result of such amendment. The increased interest rate applicable to the Notes shall be effective as of the date of effectiveness of the increased interest rate applicable to such loan and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such loan.
(b) If, during the Covenant Relief Period, any fee shall be paid to any Lender solely in its capacity as a Lender under the Bank Facility (and not, for greater certainty, as a “Fronting Lender” or “Agent”, as defined in the Bank Facility) in excess of, or in addition to, any fee payable to such Lender under the Bank Facility as in effect on the date hereof, then a fee shall be paid to the holder of each Note in an amount which bears the same relationship to the principal amount of such Note as the amount of such excess or such addition bears to the amount of the Bank Facility related obligation or commitment to which such excess or addition relates.
(c) If, during the Covenant Relief Period, any consideration shall be paid to each Lender solely in their capacity as such (and not, for greater certainty, in any of their capacities as a counterparty under any Hedging Agreement or Banking Services Agreement and not including (i) any withholding tax gross-up payment or other compensatory payment made to a Lender on account of any increased costs or reduced returns incurred or suffered by such Lender from a change in law, compliance by such Lender with r...
Equivalent Consideration. If any consideration described in a ROFO Notice is not cash and cannot be matched in kind, in whole or in part, by Vendor, the ROFO Notice shall include the bona fide estimate of Purchaser of the value, in cash, of such consideration. If Vendor does not agree that the estimate of the cash value of the non-cash consideration described in a ROFO Notice is reasonable, it shall provide written notice thereof to Purchaser within fourteen (14) days of receipt of the ROFO Notice. If such notice is not provided Vendor shall be deemed to have agreed that the cash value estimate was reasonable. If such notice is provided, the dispute shall be resolved pursuant to arbitration in accordance with article 11. The equivalent cash consideration determined by such dispute resolution shall thereupon be used to determine the sale price, in cash, for the ROFO Interest.
Equivalent Consideration. The obligations of the Purchaser with respect to an Approved Transaction are subject to the Purchaser’s receipt, upon the consummation of the Approved Transaction, of a substantially equivalent form of consideration and amount of consideration per share as is receivable by the Approving Stockholders, and upon substantially the same terms and conditions with respect to such shares as those applicable to the Approving Stockholders.
Equivalent Consideration. The obligations of Subscriber with respect to an Approved Transaction are subject to the Subscriber’s receipt, upon the consummation of the Approved Transaction, of a substantially equivalent form of consideration and amount of consideration per share as is receivable by the Approving Stockholders, and upon substantially the same terms and conditions with respect to such shares as those applicable to the Approving Stockholders.
Equivalent Consideration. (a) If, at any time after the Second Amendment Effective Date, any Material Credit Facility shall be amended, modified or supplemented, whether directly or indirectly, and
(b) If any fee shall be paid to any lender under any Material Credit Facility solely in its capacity as a lender in excess of, or in addition to, any fee payable to the lenders under the Bank Facility as in effect after the Second Amendment Effective Date, then a pro rata fee shall be paid to each Holder in an amount which bears the same relationship to the principal amount of the Notes held by such Holder as the amount of such excess or such addition bears to the principal amount of the Material Credit Facility held by the Lender to which such excess or addition relates.
(c) If any consideration shall be paid to each lender under a Material Credit Facility solely in its capacity as such (and not, for greater certainty, in any of its capacities as a counterparty under any Swap Contract and not including (i) any withholding tax gross-up payment or other compensatory payment made to a lender on account of any increased costs or reduced returns incurred or suffered by such lender from a change in law, compliance by such lender with regulatory requirements or otherwise; (ii) any extension fee payable to any of the lenders solely in connection with extending the maturity date of such Material Credit Facility; (iii) any increase in any variable rate caused by a change to the underlying prime rate, base rate, London InterBank Offered Rate or equivalent, or (iv) any other amounts payable to any such lender in connection with transactions, advisory services or other services of any kind entered into or provided by such lender to the Company or any Affiliate of the Company where such transactions or services are not directly related to the Material Credit Facility), other than as specified in the foregoing subparagraphs (a) and (b), then the pro rata equivalent of such consideration shall be paid to each holder in an amount which bears the same relationship to the principal amount of the Notes held by such holder as the amount of such consideration bears to the principal amount of the Material Credit Facility held by the lender to which such consideration was paid.
