Extension Election Sample Clauses

Extension Election. (a) If an Extension Election is timely made by the Company Stockholder Representatives, within 10 Business Days after such election, to the extent that the value of the Company Escrowed Shares, cash and other property held in the Company Escrow Account exceed the sum of (i) the Tax Liability Amount and (ii) an amount equal in value to 120% of the amount of any Claims against the Company Escrow Fund that have not been finally resolved and paid as of the Initial Escrow Period Termination Date, the Escrow Agent shall distribute to the Company Stockholders on a pro rata basis Company Shares equal in value to such excess. (b) If an Extension Election is timely made by the Company Stockholder Representatives, within 5 Business Days after the Sales Tax Extension Termination Date, Parent shall deliver a notice to the Company Stockholder Representatives and the Escrow Agent (the "Final Tax Liability Notice") setting forth the amount, as of the Sales Tax Extension Termination Date, of the Tax Liability Amount (the "Final Tax Liability Amount"). (c) If the Final Tax Liability Amount is lower than the Sales Tax Claim Liability Amount as a result of a payment or payments by Parent, then promptly following each such payment, Parent and the Company Stockholder Representatives shall deliver a joint instruction to the Escrow Agent directing the Escrow Agent to deliver Company Escrowed Shares to Parent equal in value to the amount of such payment or payments by Parent. (d) Within 10 Business Days after the delivery to the Company Stockholder Representatives and the Escrow Agent of the Final Tax Liability Notice, the Escrow Agent shall deliver Company Escrowed Shares to Parent in an amount equal to the value of the Final Tax Liability Amount. If the Company Escrowed Shares then held in the Company Escrow Fund are valued at an amount that is less than the Final Tax Liability Amount (the "Final Shortfall Amount"), the Escrow Agent shall deliver to Parent all Company Escrowed Shares together with any cash and such other property in the Company Escrow Fund necessary to make up for the Final Shortfall Amount, to the extent available. If any shares or other property remain in the Company Escrow Fund after settlement of the Final Tax Liability Amount, then (x) if there are any Claims against the Company Escrow Fund that have not been finally resolved and paid, the Escrow Agent shall reserve a number of Company Escrowed Shares equal in value to 120% of the amount of any such Claims ...
Sample 1
AutoNDA by SimpleDocs
Extension Election. This Note will mature on the Initial Maturity Date, unless the maturity of all or a portion of the Principal Amount of this Note is extended in accordance with the procedures described below. In no event shall the maturity of this Note be extended beyond the Final Maturity Date. During a notice period relating to an Election Date (as defined below), the holder of this Note may elect to extend the maturity of all or any portion of the Principal Amount of this Note (in Authorized Denominations) so that the maturity of this Note will be extended to the Corresponding Maturity Date (as defined below) for the immediately following Election Date; provided, however, that if such Corresponding Maturity Date is not a Business Day, the maturity of this Note will be the immediately preceding Business Day. The Election Dates will take place monthly on the 9th day of each month, commencing on April 9, 2008 and ending on March 9, 2009, except that if any Election Date would otherwise be a day that is not a Business Day, the notice period (described below) will be extended until 12:00 Noon, New York City time, on the first Business Day following the applicable Election Date, at which time such notice will be irrevocable. The respective Corresponding Maturity Date for each Election Date is the 9th day of the calendar month which is one calendar month after (1) April 9, 2009 (in the case of an initial extension of maturity) or (2) any later date to which the maturity date of this Note has previously been extended; provided, that such maturity date shall be March 19, 2010 in respect of an election to extend on March 9, 2009 (the “Corresponding Maturity Date”). If the holder of this Note fails to make an effective election to extend the maturity of all or a portion of the Principal Amount of this Note, the maturity date of this Note (or such portion hereof) will be the Corresponding Maturity Date for the immediately preceding Election Date. For example, assuming the holder of this Note has previously made an election to extend the maturity date to May 9, 2009, if the holder of this Note fails to make an effective election to extend the maturity of all or a portion of the Principal Amount of this Note on the Election Date occurring in May 2008, this Note (or such portion hereof) will mature on May 9, 2009. If the holder of this Note elects to extend the maturity of a portion of this Note on the Election Date occurring in May 2008, such portion of this Note will then be schedul...
Sample 1
Extension Election. (a) Provided that the Borrower shall have received all necessary consents and approvals of all applicable Governmental Authorities, at least 60 but not more than 90 days prior to the first annual anniversary of the Closing Date and each such annual anniversary thereafter, the Borrower, by delivering a written notice to the Agent (which notice shall be irrevocable), may request that the Commitment Termination Date and the Termination Date be extended for an additional one year period. The Agent shall notify each Lender that the Borrower has made such request promptly upon its receipt of such notice. Each Lender, within 30 days after receipt of such notice from the Agent, shall advise the Agent as to whether it elects to extend its Commitment (such election to be in the sole and absolute discretion of each Lender). Any Lender that fails to respond to within such 30-day period shall be deemed to have elected not to extend its Commitment. Any notice by a Lender of its willingness to extend its Commitment shall be revocable (upon written notice to the Agent) until 30 days prior to such first annual anniversary or subsequent annual anniversary, as applicable. The Agent shall notify the Borrower no later than such first annual anniversary or subsequent annual anniversary, as applicable, of each Lender's decision. (b) The Borrower's extension request shall be approved if not fewer than the Required Lenders agree to extend their Commitments. If at least the Required Lenders but fewer than all the Lenders shall consent to an Extension Election, the Commitments shall be reduced to an amount equal to the aggregate Commitments of the Lenders that shall have consented to such Extension Notice; provided that the Borrower shall have the right to accept Commitments from third-party financial institutions acceptable to the Agent exercising reasonable discretion (each, a 'Replacement Extending Lender') in an aggregate amount up to the pre-termination Commitments of the Lenders who elect not to extend (each, a 'Non-Approving Lender') (it being understood that any Lenders who elect to extend their Commitments (each, an 'Extending Lender') shall have the right to increase their Commitments up to the aggregate amount of the pre-termination Commitments of the Non-Approving Lenders before the Borrower shall be permitted to substitute any Replacement Extending Lender). (c) Each Non-Approving Lender shall transfer its Loans and Commitment (or any portion of such Loans and Commitment...
Sample 1
Extension Election. It shall be a condition precedent to the effectiveness of any Extension that no Default or Event of Default shall exist on the date of the Extension Request and on the date of the Extension.
Sample 1
Extension Election. Subject to the conditions set forth in Section 4.7(b)(ii) of this Series 2007-1 Supplement, the Co-Issuers, acting in their sole discretion, shall have the option on or before September 20, 2012 to elect (the “Series 2007-1 Extension Election”) to extend the Series 2007-1 Adjusted Repayment Date applicable to each Class of Series 2007-1 Notes (other than the Series 2007-1 Class A-2-I Notes) to June 20, 2013 by delivering written notice to the Indenture Trustee, the Series 2007-1 Class A-1 Administrative Agent, the Noteholders and the Series 2007-1 Class A Insurer; provided, that upon such extension, June 20, 2013 shall become the Series 2007-1 Adjusted Repayment Date. Any exercise of the Series 2007-1 Extension Election will be required to be made with respect to each Class of Series 2007-1 Notes simultaneously (other than the Series 2007-1 Class A-2-I Notes because the Series 2007-1 Class A-2-I Outstanding Principal Amount must be paid in full for the Series 2007-1 Extension Election to be effective).
Sample 1
Extension Election. Section 1.2(e) FGSB Closing Date................................................. Section 1.2(d)(i) FGSB Closing Notice............................................... Section 1.2(d)(i)) FGSB Election Notice.............................................. Section 1.2(d)(i) FGSB Portfolio.................................................... Section 1.2(d) FGSB Portfolio Agreement.......................................... Section 1.2(d) Fixed Charges..................................................... Section 6.4(d) GAAP.............................................................. Section 6.4(e) General Partner................................................... Section 2.5(b) Governmental Authority............................................ Section 2.35(b) Hazardous Material................................................ Section 2.35(b) Higher Price Participation Securities............................. Section 1.2(f) Indebtedness...................................................... Section 6.4(f) Incorporated Documents............................................ Section 2.11(b) Initial Closing Date.............................................. Section 1.2(b) Intangibles....................................................... Section 2.26 Investment Company Act............................................ Section 2.38 Investor..........................................................
Sample 1
Extension Election. Any notice given pursuant to Section 3.6(b)(i) or (ii) shall be irrevocable; provided that if the conditions set forth in this Section 3.6(b)(iii) are not met as of the applicable date of such Series 2022-1 Extension Election, the election set forth in such notice shall automatically be deemed ineffective. For the avoidance of doubt, no consent of the Trustee, the Control Party, the Controlling Class Representative, the Series 2022-1 Class A-1 Administrative Agent, any Noteholder or any other Secured Party shall be necessary for the effectiveness of any Series 2022-1 Extension Election.
Sample 1
AutoNDA by SimpleDocs

Related to Extension Election

  • Extension No Trade name or xxxx of vehicle: .........................................................................

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Extension Period Any extension hereof shall be subject to the provisions of Article III hereof.

  • Extension of the Expiry Date; Non-Extension Advance No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class B Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for the Class B Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider’s receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date (such period, the “Consent Period”), whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the date on which the Consent Period ends (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b)(i) and Section 3.05(d) of the Intercreditor Agreement.

  • Continuation and Conversion Elections (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

  • Interim Extension Amendment a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. The System Agency will provide written notice of interim extension amendment to the Grantee under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services to clients continue without interruption. c. The System Agency will provide written notice of the interim extension amendment that specifies the reason and length of time for the extension. d. Grantee will provide and invoice for services in the same manner as stated in the Contract. e. An interim extension under Section (b)(1) above will extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section (b)(2) above will be a one-time extension for time determined by the System Agency.

  • Conversion and Continuation Elections (a) The Borrower may, upon irrevocable written notice to the Agent in accordance with Subsection 3.2(b): (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Rate Loans; or (ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Rate Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a Notice of Conversion/Continuation (substantially in the form of Exhibit D or another form acceptable to the Agent) (each, a "Notice of Conversion/Continuation") to be received by the Agent not later than 11:00 a.m. (New York City time) at least three Business Days in advance of the Conversion/Continuation Date, if the Loans are to be converted into or continued as LIBOR Rate Loans and specifying: (i) the proposed Conversion/Continuation Date; (ii) the aggregate amount of Loans to be converted or renewed; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to timely select a new Interest Period to be applicable to LIBOR Rate Loans or if any Event of Default then exists, the Borrower shall be deemed (without the giving of a Notice of Conversion/Continuation) to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender. (e) During the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than eight (8) different Interest Periods in effect with respect to the Borrower in the aggregate.

  • Written Election At the time you make a rollover or conversion to a Xxxx XXX, you must designate in writing to the custodian your election to treat that contribution as a rollover or conversion. Once made, the election is irrevocable.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Borrowing/Election Notice The Borrower shall give the Administrative Agent an irrevocable Borrowing/Election Notice of each conversion of a Floating Rate Loan into a Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than 11:00 a.m. (Chicago time) three (3) Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date (which shall be a Business Day) of such conversion or continuation; (ii) the amount and Type of the Loan to be converted or continued; and (iii) the amount of Eurodollar Rate Loan(s) into which such Loan is to be converted or continued, and the duration of the Interest Period applicable thereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!