Exit Payment. Notwithstanding anything to the contrary in the Loan Documents, on the date when the Revolver Commitments (in each case, whether before, at the time of or after the Maturity Date or any acceleration, bankruptcy, insolvency or otherwise) are reduced or terminated in an amount that causes (or such lesser amount of Revolver Commitments that are so reduced or terminated that the Lenders have agreed to cause) the remaining amount of outstanding Revolver Commitments to be less than $10,000,000, the Borrowers shall pay in cash at such time to the Lenders (based on their Pro Rata Share of such Revolver Commitments) a non-refundable exit payment (the “Revolver Exit Payment”) in a total amount equal to $1,000,000. The parties to this Agreement acknowledge and agree that the Agent and the Lenders would not have entered into this Agreement and the other Loan Documents without the Borrowers agreeing to pay the Revolver Exit Payment in the aforementioned instances. The parties to this Agreement further acknowledge and agree that the Revolver Exit Payment set forth in this Section 2.09(g) is not intended to act as a penalty or to punish the Borrowers or any other Loan Parties for any such Revolver Commitment reduction or termination.
Exit Payment. (a) Subject to the provisions of SECTION 6.1(B), an IPO of either USPE or USPI has not occurred prior to the termination hereof, USPE shall pay HDT an exit payment (the "Exit Payment") calculated in accordance with SECTION 6.2 upon the occurrence of a Triggering Event at USPE (other than an IPO).
(b) If (i) HDT has converted its USPI B-Stock into USPE Shares prior to the occurrence of an IPO of either USPE or USPI, and (ii) an IPO of USPE has not occurred prior to the termination hereof, USPE shall pay HDT the Exit Payment calculated in accordance with SECTION 6.2 upon the occurrence of a Triggering Event at USPE (other than an IPO at USPE).
Exit Payment. The Agreement is binding for One year on Customer from the date of activation of respective Link. Subject to Section 11 of this Agreement, where the Customer decides to exit before the expiry of Lock-in Period, the Customer agrees to pay the Exit Payments equivalent to the balance amount payable for the next 60 days of the notice period.
Exit Payment. On the Maturity Date or any other date when the is Debenture is paid in full pursuant to Section 3(a), Section 3(b), Section 8(b) or otherwise, the Company will pay to the Holder an exit payment equal to five percent 5% of the original principal amount of this Debenture, which is $______ (the “Exit Payment”).
Exit Payment. 35.1 Except where clause 29.8(c)(iv) applies, on or before the Exit Payment Date you will be paid the Exit Payment minus the amounts set out in clause 38.1; in accordance with the following provisions of clause 36.
Exit Payment. Executive shall also be eligible for a payment of an amount equal to the amount Executive is required to pay her former employer due to resignation from her prior employment, but in no case shall this amount exceed seventy five thousand dollars ($75,000).
Exit Payment. (a) In the event that no 2003 Contingent Payment shall have been theretofore paid, the Surviving Corporation shall increase the Merger Consideration by an aggregate cash amount equal to $10,000,000 (the “Exit Payment”) upon the earlier to occur of (i) an Exit Event and (ii) the tenth anniversary of the Closing Date (such earlier date, the “Exit Payment Date”); provided, that if an Exit Event occurs and the Purchaser Internal Rate of Return is greater than 40%, the Surviving Corporation shall further increase the Merger Consideration by an additional cash payment of $5,000,000, provided, that the amount of such additional increase in the Merger Consideration shall be subject to reduction to the extent necessary to ensure that the Purchaser Internal Rate of Return is greater than 40% (the amount of such increase as finally determined, the “Additional Exit Payment”). The Surviving Corporation shall pay the Exit Payment and, if applicable, the Additional Exit Payment, in accordance with Section 2.14, within five Business Days of the Exit Payment Date, by wire transfer of immediately available funds to the accounts specified by the Shareholders’ Representative. For the avoidance of doubt, nothing in this Section 2.13 shall affect the number of Purchased Shares.
(b) Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, (i) in no event shall the Exit Payment or the Additional Exit Payment be required to be paid by the Surviving Corporation (nor shall the beneficiaries of the Exit Payment and the Additional Exit Payment be entitled to receive same) until the earlier of (x) the date on which all obligations and other amounts owing in respect of the New Debt Financing shall have been paid in full in cash or (y) the waiver of any default or event of default (and/or the expiration or lapse of any right to require redemption or repurchase) arising from the event that triggered the Exit Payment (or Additional Exit Payment)) and (ii) to the extent that such beneficiaries shall have received any payments in respect of the Exit Payment or the Additional Exit Payment at a time when such payments are not permitted to be made pursuant to preceding clause (i), such payments shall be held by such beneficiaries in trust for, and shall immediately be delivered to, the lenders providing the New Debt Financing (or their representative) as their respective interests may appear.
Exit Payment. As additional consideration to the Purchasers, the Purchasers shall be entitled to the Exit Payment. The Exit Payment shall be earned as of the Closing Date, and the Company will deliver to the Purchasers at the Closing the Exit Payment in the form of an increase in the aggregate principal amount of Series C Convertible Notes delivered to each Purchaser equal to 2.0% of the Purchase Price of such Series C Convertible Notes. The principal amount of Series C Convertible Notes issued to each Purchaser as the Exit Payment shall be as set forth opposite such Purchaser’s name on Schedule A under the column “Principal Amount of Series C Convertible Notes to be Received as Exit Payment.” The Company and the Purchasers agree (i) to treat the Exit Payment as an increase to the yield of the Series C Convertible Notes purchased pursuant to this Agreement, taxable as original interest discount in accordance with the applicable rules under the Code and the U.S. Treasury Regulations thereunder and (ii) that no U.S. federal, state or local withholding tax should be withheld or deducted on account of the Exit Payment.
Exit Payment. Upon the earliest to occur of (i) Xxxxx 00, 0000, (xx) the first date on which the Secured Leverage Ratio is less than or equal to 1.30:1.00, (iii) any refinancing, in whole or in part, including pursuant to a Refinancing Amendment or with the proceeds of Credit Agreement Refinancing Indebtedness, of the Term Loans or (iv) the date of an acceleration of, or the occurrence of an event which gives rise to the right of the Term Lenders to accelerate the Term Loans (any of the foregoing, the “Term Loan Exit Payment Trigger”), the Borrower shall pay, or cause to be paid, to each Initial Term B Lender with an Initial Term B Loan on the date of the occurrence of a Term Loan Exit Payment Trigger, the Initial Term B Loan Exit Payment. The Initial Term B Loan Exit Payment shall be payable on a pro rata basis to the Initial Term B Lenders as of the date of such payment. For the avoidance of doubt, any Initial Term B Loan Exit Payment shall be in addition to any prepayment premium set forth in Section 2.05(a)(iii). Notwithstanding the foregoing, in connection with a request for a consent, waiver or amendment of the type set forth in Section 3.07(d), the Borrower shall pay, or cause to be paid, an amount equal to each Lender entitled to an Initial Term B Loan Exit Payment, including each Non-Consenting Lender, an amount equal to its pro rata portion of the Initial Term B Loan Exit Payment as of the date of such consent, waiver or amendment.
Exit Payment. Upon any repayment or prepayment of the Loans or reduction of the Commitments (other than in connection with a conversion of Loans to loans under the Exit Facility), the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, an exit payment (the “Exit Payment”) equal to 2.50% of the total principal amount of the Loans repaid or prepaid.
