Make-Whole Premium. The Make-Whole Premium when due pursuant to the terms of Section 2.1.2(d); and
Make-Whole Premium. Upon the occurrence of a Prepayment Fee Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of any Lenders of Class B Loans, the Prepayment Fee and any payments required under Section 2.13. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if the Class B Loans are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Prepayment Fee, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as through the Class B Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Prepayment Fee payable in accordance with this Section 2.4(d) shall be presumed to be equal to the liquidated damages sustained by the Lenders holding Class B Loans as the result of the occurrence of the Prepayment Fee Trigger Event, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Prepayment Fee, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree that (i) the Prepayment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Prepayment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders holding Class B Loans and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.4(d), (v) their agreement to pay the Prepayment Fee is a material inducement to the Lenders to provide and make the Class B Loans, and (vi) the Prepayment Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders holding Class B Loans and that it would be impractical and extremely difficult to as...
Make-Whole Premium. The term “
Make-Whole Premium. (a) Upon the occurrence of a Change in Control, unless the Acquiror in such Change in Control is a Public Entity or is a direct or indirect subsidiary of a Public Entity and the Issuer indicates in the notice required to be sent to Holders pursuant to Section 11.2(c) hereof that it elects to provide for the Notes to be convertible into common shares of the Public Entity, the Issuer will pay, on the Designated Event Repurchase Date, the Make Whole Premium, if any, to Holders that convert their Notes pursuant to Section 14.1 hereof at any time after the date of the Issuer Notice required pursuant to Section 13.4 hereof but on or before the close of business on the Business Day immediately preceding the Designated Event Repurchase Date.
(b) The Make Whole Premium shall be equal to an additional number of Common Shares calculated in accordance with Section 11.1(c) hereof. The Make Whole Premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to Holders of Notes upon conversion or repurchase.
Make-Whole Premium. (a) If a Fundamental Change occurs prior to March 5, 2010, the Company shall pay the Make-Whole Premium to Holders of the Securities who convert their Securities on a Conversion Date that falls within a period that (i) begins at the opening of business on the date (the "EFFECTIVE NOTICE DATE") the Fundamental Change Company Notice with respect to such Fundamental Change is mailed in accordance with Section 5.1(b) and (ii) ends at the close of business on the second Trading Day immediately preceding the Fundamental Change Purchase Date corresponding to such Fundamental Change. The Make-Whole Premium shall be paid to such Holders on such Fundamental Change Purchase Date. The Make-Whole Premium will be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Securities upon conversion as provided in this Indenture.
(b) The Make-Whole Premium with respect to a Fundamental Change shall be determined by reference to the Additional Premium Table and is based on the Effective Date of such Fundamental Change and the Stock Price with respect to such Fundamental Change.
Make-Whole Premium. (a) If a Fundamental Change occurs, the Company shall pay on the applicable Conversion Date or on the Fundamental Change Settlement Date, as the case may be, a Make-Whole Premium to Holders of Securities electing any Fundamental Change Conversion or a Fundamental Change Repurchase.
Make-Whole Premium. A Make-Whole Premium-C shall be paid if/when due pursuant to the terms hereof.
Make-Whole Premium. In the event that all or any portion of the Loans is repaid (or prepaid) or accelerated prior to the date set forth in clause (i) of the definition of “Maturity Date” for any reason (including, without limitation, automatic acceleration upon an Event of Default under Section 8.01(f) or upon any redemption or buyback (including upon any Change of Control) but excluding mandatory prepayments under Section 2.02(b)(ii)), such repayment shall be made at (i) 105% of the amount then payable plus interest that would have accrued on such amount through the second anniversary of the Closing Date discounted at a rate equal to the yield on U.S. Treasury notes with a maturity closest to the second anniversary of the Closing Date plus 50 basis points if such repayment or acceleration occurs prior to the second anniversary of the Closing Date, (ii) 105% of the amount then payable if such repayment or acceleration occurs on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, (iii) 101% of the amount then payable if such repayment or acceleration occurs on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date and (iv) 100% of the amount then payable if such repayment or acceleration occurs at any time thereafter (the “Make-Whole Premium”). Any Make-Whole Premium required to be made ‘pursuant to the foregoing clause (i) after acceleration shall be reduced by the amount of interest accruing following such acceleration through such repayment, provided that such interest shall be paid as part of the accrued interest that accompanies the principal amount of the Loans. No Make-Whole Premium shall be required in connection with any mandatory prepayment under Section 2.02(b)(i) with respect to Dispositions permitted under Section 7.05. The Borrower and the Lenders (as opposed to the Administrative Agent) shall be responsible for calculating the Make-Whole Premium.
Make-Whole Premium. Upon the occurrence of a Triggering Event, and in accordance with Section 8.03, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, concurrently with the occurrence of such Triggering Event, an amount equal to the Make-Whole Premium with respect to the Term Loans subject to such Triggering Event.
Make-Whole Premium. The Make-Whole Premiums when due pursuant to the terms of hereof; and
