Lenders’ Option Sample Clauses

Lenders’ Option. In the event that the Borrower delivers written notice to the Agent that the Guarantor intends to provide Substitute Collateral and obtain a release of this Guaranty and the Interest and Operating Costs Guaranty as provided in Section 27 (a “Guaranty Release Notice”) and Guarantor establishes to the satisfaction of the Agent, in its sole discretion, that Guarantor is able to fully satisfy each of the conditions set forth in Section 27 above, each Lender shall have the option (exercisable independently from each other Lender) to either (i) release the Completion Guaranty and the Interest and Operating Costs Guaranty and continue as a Lender under the Loan Documents or (ii) require that the Borrower prepay its Note, together with all accrued interest thereon, the IRR Amount applicable to such Lender’s Note and the Reduced Make-Whole Amount applicable to such Lender’s Note. Each Lender shall notify the Borrower of its election, in writing (and “Option Notice”), within fifteen (15) days after Guarantor has established that it is able to satisfy the requirements of Section 27. If any Lender fails to deliver an Option Notice within such time frame, that Lender shall be deemed to have elected to receive a prepayment of its Note at the applicable Reduced Make-Whole Amount. In the event that Lenders holding, in the aggregate, at least $26,000,000 of the principal amount of the Loan elect to release the Completion Guaranty and the Interest and Operating Costs Guaranty and remain Lenders, Borrower shall promptly proceed to satisfy each of the conditions set forth in Section 27 and pay those Lenders electing to be prepaid. In the event that Lenders holding, in the aggregate, less than $26,000,000 of the principal amount of the Loan elect to remain as Lenders, the Borrower shall have the option to require that all Lenders accept a prepayment of their Notes at the Reduced Make-Whole Amount. If each of the conditions set forth in Section 27 has not been fully satisfied and Borrower has not prepaid each Lender electing prepayment under this Section 28 within thirty (30) days from the delivery of the Option Notices, the Lenders shall have the right to require that the Borrower reaffirm its intention to take such actions and provide updated evidence of its compliance with each of the terms and conditions of Section 27 (which may include new estoppel certificates, accountants statements and legal opinions). Each Lender shall also have the right to deliver a new Option Notice...
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Lenders’ Option. 33.1.1 Notwithstanding Clause 32 (Arbitration), before an arbitrator has been appointed to determine a Dispute, the Lender may (in its sole discretion), by notice in writing to all other Parties require that all Disputes or a specific Dispute be heard by a court of law.
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Lenders’ Option. As additional consideration for --------------- Lender making the loan, and on the conditions hereinafter set forth, Borrower hereby grants to Lender the option to purchase from Borrower up to a 49% interest in the shares of stock in Borrower. Said option shall be exercised in writing, shall state the percentage ownership up to 49% Lender desires to acquire, and shall be delivered subject to the following terms and conditions:
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Lenders’ Option. At any time before any Finance Party has nominated an arbitrator to resolve any Dispute or Disputes pursuant to Clause 44.1 (Arbitration), the Facility Agent may elect by notice in writing to the Company that such Dispute(s) be heard by the courts of England or by any other court of competent jurisdiction, as more particularly described in Clause 44.4 (Courts of England) and 44.6 (Proceedings in Other Jurisdictions). If the Facility Agent gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with 44.4 (Courts of England).
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Lenders’ Option. In the event that Borrower or Subsidiary (as defined below) succeed in raising additional funds from additional lenders other than from Southpoint Master Fund LP ("Additional Lenders") and on different terms than those set out in this Letter Agreement, Lenders shall have an option ("Lenders' Option") to convert the terms of this Loan into terms identical to those agreed upon between the Borrower and the Additional Lenders. In the event that the Borrower shall be required to issue a pre-emptive notice to its shareholders in connection with this conversion of terms, Lenders hereby agree to waive any pro rata share in the Loan to accommodate any other participating stockholder.
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Lenders’ Option. The Lender shall have an option (the “Lender’s Option”) for a period of ten (10) days from receipt of a Transfer Notice (the “Lender Notice Period”) to elect to purchase all or any portion of its pro rata portion (based on the number of Ordinary Shares owned by the Lender (including those on an “as converted” basis) of the outstanding Ordinary Shares of the Borrower on a fully-diluted basis) of the Offered Securities at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Lender may exercise the Lender’s Option and, thereby, purchase all or any portion of such pro rata portion of the Offered Securities by notifying the Borrower in writing before expiration of the Lender Notice Period as to the amount of such Offered Securities that it wishes to purchase by payment in cash on the same terms as the Offered Securities. The Lender’s Option shall be extinguished with respect to any offering of Offered Securities if Lender fails to respond in writing prior to the expiration of the Lender Notice Period.
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Lenders’ Option. In the event that Borrower or Parent succeed in raising additional funds from additional lenders other than the Gemini Israel Funds or Lxxxx Ventures Ltd. ("Additional Lenders") and on different terms than those set out in this Letter Agreement, Lender shall have an option ("Lender's Option") to convert the terms of this Loan into terms identical to those agreed upon between the Borrower and the Additional Lenders. In the event that the Borrower shall be required to issue a pre-emptive notice to its shareholders in connection with this conversion of terms, Lender hereby agree to waive any pro rata share in the Loan to accommodate any other participating stockholder.
Sample 1
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Related to Lenders’ Option

  • Lenders' Obligations Each Lender agrees, unconditionally and irrevocably to reimburse Administrative Lender (to the extent Administrative Lender is not otherwise reimbursed by the Borrower in accordance with Section 3.03(a) hereof) on demand for such Lender's Specified Percentage of each draw paid by Administrative Lender under any Letter of Credit. All amounts payable by any Lender under this subsection shall include interest thereon at the Federal Funds Rate, from the date of the applicable draw to the date of reimbursement by such Lender. No Lender shall be liable for the performance or nonperformance of the obligations of any other Lender under this Section. The obligations of the Lenders under this Section shall continue after the Maturity Date and shall survive termination of any Loan Papers.

  • Delinquent Lenders (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

  • Defaulting Lender Waterfall Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

  • Termination of Defaulting Lender The Borrower may terminate the unused amount of the Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.24(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender may have against such Defaulting Lender.

  • Defaulting Lender Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

  • Delinquent Lender If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its pro rata share of any Loan, expenses or setoff (a “Delinquent Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to Administrative Agent, other Lenders, the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments the Lenders’ respective pro rata shares of all the outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and costs and funds advanced by Administrative Agent or by any non-delinquent Lender, on account of any Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Credit Documents.

  • Replacement of a Defaulting Lender (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender:

  • Lender’s Commitment 3.1.1 Subject to Clause 3.5 below, the Lender agrees to make available to the Borrower the Total Loan Facility under the terms of this Loan Agreement, to be drawn down as set out in the Loan Facility Terms and in accordance with Clause 3.2.

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