Following an Event of Default. At any time after an Event of Default or the Notes shall otherwise have become due and repayable or the Note Trustee shall have received any money which it proposes to pay under Clause 8 to the Noteholders or at any time after Individual Note Certificates have not been issued when so required in accordance with this Deed, the Note Trustee may:
2.3.1 by notice in writing to the Issuer, the Principal Paying Agent, the Agent Bank, the Registrar, and the other Paying Agents require the Principal Paying Agent, the Registrar, the other Paying Agents and the Agent Bank pursuant to the Paying Agency and the Agent Bank Agreement:
(a) to act thereafter as Principal Paying Agent, Paying Agents, the Registrar and the Agent Bank respectively of the Note Trustee in relation to payments to be made or in relation to calculations and other related functions (as the case may be) by or on behalf of the Note Trustee under the provisions of this Deed on the terms provided in the Paying Agency and Agent Bank Agreement (with consequential amendments as necessary and save that the Note Trustee's liability under any provisions thereof for the indemnification of the Principal Paying Agent, the Paying Agents, the Registrar and the Agent Bank shall be limited to that amount for the time being held by the Note Trustee on the relative trusts of this Deed which is available to be applied by the Note Trustee for such purpose) and thereafter to hold all Note Certificates and all sums, documents and records held by them in respect of the Notes on behalf of the Note Trustee; and/or
(b) to deliver up all Note Certificates and all sums, documents and records held by them in respect of such Notes to the Note Trustee or as the Note Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Paying Agent, the Registrar or Agent Bank is obliged not to release by any law or regulation; and
2.3.2 by notice in writing to the Issuer require it to make all subsequent payments in respect of the Notes appertaining thereto to, or to the order of, the Note Trustee and not to the Principal Paying Agent and, with effect from the issue of any such notice to the Issuer and until such notice is withdrawn, Clause 2.2.2 shall cease to have effect.
Following an Event of Default. Lxxxxx may accelerate this Note by written notice to Borrower with the outstanding balance becoming immediately due and payable. Nothing herein shall limit Lxxxxx’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Bxxxxxxx’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.
Following an Event of Default the Borrower's rights under the PCS Documents (other than the Stockholders Agreement) will be enforceable by the Lenders; provided, however, that the Administrative Agent shall not assign the Network Licensing Agreement to a third party without first obtaining AW's consent.
(c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in paragraph (b) above, the Security Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof), other than with respect to Liens expressly permitted by Section 6.02.
(d) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.22, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.
Following an Event of Default. If an Event of Default exists under Article IX other than under Sections 9.1(e)-(g), Administrative Agent may, by notice to Borrower, take either or both of the following actions, at the same or different times: (i) terminate Lenders’ commitments to make any additional Advances and (ii) declare all amounts then outstanding under the Promissory Note together with all other Obligations outstanding under this Agreement and the other Loan Documents (excluding the Swap Agreement) immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are waived by Borrower.
Following an Event of Default under the Letter of Credit Agreement (subject to Clause 11 (Remedies upon Default; Application of Collateral)), any proceeds of Collateral when first received by or on behalf of the Debtor shall be deposited by or on behalf of the Debtor in the form so received in the Custodial Account, and until so deposited shall be held in trust for and as the Security Agent’s and Secured Parties’ property and shall not be commingled with the Debtor’s or any other Person’s other funds or properties.
Following an Event of Default by Seller under this Agreement, Buyer may require Seller to (although Lender may, but shall have no obligation, subject to 9.05(g)) provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan;
Following an Event of Default. The Company covenants and agrees with each Holder of Securities that, if an Event of Default shall have occurred and be continuing, or if a payment is not made due to a Payment Restriction, it shall not (i) declare or pay any dividends or distributions on, or refund or otherwise return surplus to the Company’s policyholders, (ii) make any payment of principal of or any interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default.
Following an Event of Default the non-defaulting Shareholder may give written notice (a "DEFAULT NOTICE") to the Defaulting Shareholder within 20 Business Days of receiving notification of the Event of Default from the Defaulting Shareholder or of its becoming aware of the Event of Default, whichever is the earlier requiring the Defaulting Shareholder either:
9.3.1 to sell all of the Shares held by the Defaulting Shareholder (the "SALE SHARES") to the non-defaulting Shareholder at a price per Share equal to 75% of the Fair Value of the Sale Shares; or
9.3.2 to purchase all of the Shares held by the non-Defaulting Shareholder (also "SALE SHARES") at a price equal to 125% of the Fair Value of the Sale Shares.
Following an Event of Default the Lender may without notice to the Borrower combine, consolidate or merge all and any of the Borrower's accounts with, and liabilities to, the Lender and may set off or transfer any sum standing to the credit of any such accounts in or towards satisfaction of any of the Borrower's liabilities to the Lender under this Agreement, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and the Lender is hereby authorized to effect any necessary conversions at the Lender's own rate of exchange then prevailing.
Following an Event of Default. 5.2.1 This Security will become immediately enforceable:
(a) if an Event of Default occurs; or
(b) if the Chargor fails to discharge any payment obligations at the stated maturity date under the Loan Agreement.
5.2.2 After this Security has become enforceable, the Chargee may at its discretion (in the name of the Chargor or otherwise and without any further consent or authority on the part of the Chargor and irrespective of any direction given by the Chargor):
(a) exercise or refrain from exercising (or direct its nominee to exercise or refrain from exercising) all voting rights and any other powers or rights in respect of the Secured Shares, and the Chargor shall comply, or procure compliance, with any directions the Chargee may give, in its absolute discretion, in respect of the exercise of those voting and other rights and powers;
(b) apply all dividends, interest or other monies paid or payable in respect of the Secured Shares and, if any such dividends, interest or other monies are received by or on behalf of the Chargor, the Chargor shall hold all such dividends, interest and other monies on trust for the Chargee and shall immediately pay them to the Chargee or as it may direct;
(c) transfer the Secured Shares into the names of the Chargee (or its nominees), and for this purpose, complete all instruments of transfer held by the Chargee in relation to the Secured Shares in favour of the Chargee (or its nominees) and have the Secured Shares transferred into the name of the Chargee (or its nominees) or, as applicable, into an account in the name of the Chargee (or its nominees); and
(d) in addition to any other power created under this Deed, exercise or refrain from exercising (or direct its nominee to exercise or refrain from exercising) all the powers and rights conferred on or exercisable by the legal or beneficial owner of the Secured Shares.
5.2.3 The Chargor irrevocably appoints the Chargee or its nominee as its proxy to exercise all voting rights in respect of the Secured Shares with effect from the day the Security becomes enforceable to the extent that such Secured Shares remain registered in its name.
