Common use of Major Transaction Clause in Contracts

Major Transaction. The Loan Parties and their Subsidiaries shall give Agent and the Lenders written notice of a transaction described in clause (A), (B), (C) or (D) of the definition of “Major Transaction” (as defined in the Warrants) at least fifteen (15) days prior to the consummation thereof but in any event not later than two (2) Business Days following the first public announcement thereof. The Lenders, within five (5) days after the receipt of such notice, 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 and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon the consummation of such Major Transaction, with no further action taken by any Person as of or after the date of such Put Notice. If the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Borrower shall make (or cause to be made) the Final Payment to the Lenders and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory to the Lenders, as determined by the Lenders in their sole discretion, that the Final Payment will be paid in full to the Lenders (and all remaining Subsequent Disbursement Commitments shall immediately and automatically terminate), in each case, concurrently with the consummation of such Major Transaction (which arrangements may include obtaining a written agreement from the acquiring Person, as applicable, that payment of the Final Payment shall be made to the Lenders upon the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory to the Lenders have been made. The Loan Parties shall not, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of this Section 5.3.

Major Transaction. The Loan Parties and their Subsidiaries shall give Agent and Upon the Lenders written notice consummation of a transaction described Major Transaction, the Borrower may, at its option, redeem all, but not less than all, of the Notes then outstanding in clause an amount equal to 130% of the initial principal amount of the Notes and Additional Notes, less all accrued interest previously paid in cash (Athe “Major Transaction Payment”); provided that if the Major Transaction occurs within the twelve (12) months following the Funding Date, (B), (Cthe Major Transaction Payment shall be reduced by the fee paid pursuant to Section 2.2(x) or (Dy), as applicable. If the Borrower intends to redeem the Notes pursuant to this Section 5.3, the Borrower shall provide the Purchasers with notice (the “Major Transaction Notice”) of its election to redeem the definition of “Major Transaction” (as defined in the Warrants) Notes at least fifteen (15) days prior to the consummation thereof but in any event not later than two (2) Business Days following the first public announcement thereof. The Lenders, within five (5) days after the receipt of such notice, 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 and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon the consummation of such Major Transaction, with no further action taken by any Person as of or after the date of such Put Notice. If the Lenders deliver a Put Notice, then Transaction and simultaneously with consummation of such Major Transaction, the Borrower shall make (or cause to be made) the Final such Major Transaction Payment to the Lenders and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory to the Lenders, as determined by the Lenders in their sole discretion, that the Final Payment will be paid cash in full to each such Purchaser. In connection with any Major Transaction where the Lenders Common Stock is converted into, or exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such Major Transaction, a “Common Stock Major Transaction,” and all remaining Subsequent Disbursement Commitments such other securities, cash or property, the “Reference Property”) and at any time during which any Purchaser is unable to convert their Note in full due to the limitations set forth in Section 2(f) of the Note, such Purchaser shall immediately and automatically terminate)receive, in at each casePurchaser’s option, concurrently simultaneously with the consummation of such Common Stock Major Transaction, such Reference Property as the shares of the Common Stock of Parent into which such Note could have been converted immediately prior to such Common Stock Major Transaction would have been entitled if such conversion were permitted. In the event a Purchaser issues a Conversion Notice after such Purchaser has received a Major Transaction Notice, such Conversion Notice must be received by the Borrower no later than one (which arrangements may include obtaining a written agreement from 1) Business Day before the acquiring Person, as applicable, that payment date of the Final Payment shall be made to the Lenders upon the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction Transaction specified in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory Notice. For the avoidance of doubt, in the event the Borrower receives the Conversion Notice referred to in the Lenders have been madepreceding sentence later one (1) Business Day before the date of the Major Transaction specified in the Major Transaction Notice, the Purchaser will not be able to convert its Note. The Loan Parties Neither the Borrower nor Parent shall not, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of this Section 5.3.

Major Transaction. The Loan Parties and their Subsidiaries shall give Agent and If the Lenders written Borrower gives (or is required to give) the Purchasers notice of a transaction described Major Transaction pursuant to Section 5.2(b) that is not a Permissible Change of Control, the Required Purchasers may, by written notice to the Borrower, require the Borrower to prepay the Notes in clause (A)whole. Such prepayment notice shall be delivered to the Borrower at least 10 Business Days prior to the effective date of such Major Transaction or, (B), (C) or (D) in the event that notice of such Major Transaction is given by the definition Borrower less than 20 Business Days prior to the effective date of “such Major Transaction” (as defined in the Warrants) , at least fifteen (15) 7 calendar days prior to such effective date and shall specify the consummation thereof but in any event date of prepayment, which may not later than two (2) Business Days following be earlier the first public announcement thereof. The Lenders, within five (5) days after the receipt date of such notice, 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 and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon the consummation of such Major Transaction. The amount payable by the Borrower in connection with such prepayment shall be equal to (i) the aggregate outstanding principal amount of the Notes, together with no further action taken by any Person as accrued (and theretofore) unpaid interest plus (ii) if applicable, the Prepayment Premium, and (iii) if such prepayment is prior to the second anniversary of or after the Purchase Date, the amount of interest that would have accrued from, and including, the date of such Put Notice. If the Lenders deliver a Put Noticeprepayment to, then simultaneously with consummation of such Major Transactionbut excluding, the Borrower shall make (or cause second anniversary of the Purchase Date on the principal amount of the Notes outstanding immediately prior to such prepayment in excess of $100,000,000, using an interest rate for such purposes equal to the Interest Rate as of the most recent Interest Rate Determination Date prior to the date such prepayment is required to be made) the Final Payment . The Required Purchaser will also deliver any prepayment notice given to the Lenders and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory Borrower pursuant to this section to the Lenders, as determined by other Purchasers on or about the Lenders in their sole discretionsame time such notice is provided to the Borrower; provided, that the Final Payment will be paid in full delivery of or failure to deliver such prepayment notice to the Lenders (and all remaining Subsequent Disbursement Commitments other Purchasers shall immediately and automatically terminate), not in each case, concurrently with any way effect the consummation of such Major Transaction (which arrangements may include obtaining a written agreement from the acquiring Person, as applicable, that payment obligations of the Final Payment shall be made to Borrower, or the Lenders upon rights of the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory to the Lenders have been made. The Loan Parties shall notRequired Purchasers, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of under this Section 5.3section.