Major Transaction Put Sample Clauses
Major Transaction Put. The Borrower shall give the Lenders notice (“Major Transaction Notice”) of a Major Transaction at least 20 Business Days prior to the anticipated effective date for such transaction (the “MT Date”) or, if the Borrower has outstanding any class of publicly traded securities, not later than 2 Business Days following the public announcement thereof. The Required Lenders, in the exercise of their sole discretion, may deliver within 5 days after the receipt of a Major Transaction Notice, a notice to the Borrower (the “Put Notice”), declaring that the (a) 104% of the sum of the principal amount of the Notes then outstanding, accrued and unpaid interest thereon and other Obligations then payable, and (b) If the Major Transaction Notice is given prior to the Third Anniversary, all interest that would have accrued and been payable through the Third Anniversary if no such Major Transaction Notice had been given (the “Put Price”) shall become due and payable on the MT Date; provided, however, that the Put Notice is delivered at least 10 Business Days prior to the MT Date or, if notice of such Major Transaction is given by the Borrower less than 20 Business Days prior to the MT Date, at least 7 calendar days prior to the MT Date. If the Lenders deliver a Put Notice, then on the MT Date, the Borrower shall pay the Put Price to the Lenders and the Obligations shall terminate.
Major Transaction Put. Following public announcement of a Major Transaction, the Lenders, in the exercise of their sole discretion, may deliver a notice to the Borrower (the “Put Notice”), that the Final Payment (the “Put Price”) is immediately due and payable. If the Lenders deliver a Put Notice, then on the Major Transaction Put Date, the Borrower shall pay the Put Price to the Lenders and the Obligations shall terminate.
Major Transaction Put. If a Major Transaction occurs in which the Successor Entity does not satisfy the Qualification Criteria, the Lenders, in the exercise of their sole discretion, may deliver a notice to the Borrower (the “Put Notice”), that the Final Payment (the “Put Price”) is immediately due and payable. If the Lenders deliver a Put Notice, then on a date specified in the Put Notice, the Borrower shall pay the Put Price to the Lenders and the Obligations shall terminate. For the purpose of this Section 5.4, the Qualification Criteria shall mean either (I) (x) the product of (a) the number of outstanding shares of each of the surviving entity’s class of securities and (b) the Volume Weighted Average Price for each such class as of the fifth Trading Day next preceding such announcement (the “Market Cap”) is at least $7.5 billion and (y) the percentage that the outstanding indebtedness of such surviving entity represents of such surviving entity’s Enterprise Value is less than 25%, or (II) the rating assigned by S&P to the long-term debt of the Borrower is at least “BBB” (or has an equivalent rating on ▇▇▇▇▇’▇ or a comparable rating agency). Enterprise Value shall mean the sum of the Market Cap and such indebtedness minus Cash and Cash Equivalents as reflected on the balance sheet of such entity.
Major Transaction Put. The Borrower shall give the Purchasers notice (“Major Transaction Notice”) of a Major Transaction at least 20 Business Days prior to the anticipated effective date for such transaction or, if the Borrower has outstanding any class of publicly traded securities, not later than 2 Business Days following the public announcement thereof. If the Successor Entity in such Major Transaction does not satisfy the Qualification Criteria, (as defined below) the Purchasers, in the exercise of their sole discretion, may deliver within 5 days after the receipt of such Major Transaction Notice, a notice to the Borrower (the “Put Notice”), declaring that the Put Price shall become due and payable on the Major Transaction Put Date; provided, however, that the Put Notice is delivered at least 10 Business Days prior to the Major Transaction Put Date or, if notice of such Major Transaction is given by the Borrower less than 20 Business Days prior to the Major Transaction Put Date, at least 7 calendar days prior to the Major Transaction Put Date. If the Purchasers deliver a Put Notice, then on the Major Transaction Put Date, the Borrower shall pay the Put Price to the Purchasers and the Obligations shall terminate; provided that, for the avoidance of doubt, the obligations under the Milestone Agreement shall not terminate. The Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.3. For the purpose of this Section 5.3, the Qualification Criteria shall mean either (I) (x) the product of (a) the number of outstanding shares of each of the Successor Entity’s class of securities and (b) the Volume Weighted Average Price for each such class as of the fifth Trading Day next preceding such announcement (the “Market Cap”) is at least $5 billion and (y) the percentage that the outstanding indebtedness of such Successor Entity represents of such Successor Entity’s Enterprise Value is less than 20%, or (II) the rating assigned by S&P to the long-term debt of the Successor Entity following a Major Transaction is at least “A-” (or has an equivalent rating on ▇▇▇▇▇’▇ or a comparable rating agency). Enterprise Value shall mean the sum of the Market Cap and such indebtedness minus Cash and Cash Equivalents as reflected on the balance sheet of such entity.
Major Transaction Put. The Borrower shall give the Purchasers notice of a Major Transaction at least 20 Business Days prior to the anticipated effective date for such transaction; provided that if such transaction is not publicly announced in time for Borrower to comply with the foregoing notice requirement, the Borrower shall give the Purchasers notice of such Major Transaction no later than two days following the public announcement thereof but in no event less than 10 calendar days prior to consummation of the Major Transaction. If the Successor Entity does not satisfy the Qualification Criteria, the Purchasers, in the exercise of their sole discretion, may deliver a notice to the Borrower (the “Put Notice”) declaring that the Put Price shall become due and payable on the Major Transaction Put Date; provided that the Put Notice is delivered at least 10 Business Days prior to the Major Transaction Put Date or, in the event notice of such Major Transaction is given by the Borrower less than 20 Business Days prior to the Major Transaction Put Date, at least 7 calendar days prior to the Major Transaction Put Date. If the Purchasers deliver a Put Notice, then on the Major Transaction Put Date, the Borrower shall pay the Put Price to the Purchasers and the Obligations shall terminate. The Borrower shall not consummate any Major Transaction without complying with the provisions applicable to the Borrower of Section 2.2(c) and this Section 5.4.
Major Transaction Put. The Borrower shall give the Lenders notice of the consummation of a Major Transaction on the shorter of 30 days prior to such consummation or 2 days following the public announcement thereof. Within 5 days after the receipt of such notice, the Lenders, in the exercise of their sole discretion, may deliver a notice to the Borrower (the “Put Notice”), that the Final Payment shall be due and payable. If the Lenders deliver a Put Notice, then simultaneously with consummation of any such Major Transaction, the Borrower shall make the Final Payment to the Lenders and the Obligations shall terminate. The Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 4.4.
Major Transaction Put. If a Major Transaction occurs in which the Successor Entity does not satisfy the Qualification Criteria, the Lenders, [ * ] may deliver a notice to the Borrower (the “Put Notice”), that the Final Payment (the “Put Price”) is [ * ] due and payable. If the Lenders deliver a Put Notice, then on a date [ * ], the Borrower shall pay the Put Price to the Lenders and the Obligations shall terminate. For the purpose of this Section 5.4, the Qualification Criteria shall mean either (I) (x) the product of (a) [ * ] and (b) the [ * ] and (y) [ * ], or (II) [ * ]. Enterprise Value shall mean the sum of the Market Cap and such indebtedness minus Cash and Cash Equivalents as reflected on the balance sheet of such entity.