Make Whole Provision a. If in any calendar year the City issues debt obligations that would be qualified tax-exempt obligations but for the issuance or proposed issuance of PID Bonds, the Developer shall pay to the City a fee (the “PID Bond Fee”) to compensate the City for the interest savings the City would have achieved had the debt issued by the City been qualified tax-exempt obligations. Prior to issuance of any PID Bonds, the City’s financial advisor shall calculate the PID Bond Fee based on the issued and planned debt issuances for the City and shall notify the Developer of the total amount of the PID Bond Fee prior to the issuance of the PID Bonds. The Developer agrees to pay the PID Bond Fee to the City within ten (10) business days after receiving notice from the City of the amount of PID Bond Fee due to the City. If the City has not forgone the ability to issue a series of obligations as qualified tax exempt obligations, the PID Bond Fee shall be held in a segregated account of the City and if the total amount of debt obligations sold or entered into by the City in the calendar year in which the PID Bonds are issued are less than the bank qualification limits (currently $10 million per calendar year), then the PID Bond Fee shall be returned to the Developer. The City shall not be required to sell any series of PID Bonds until the Developer has paid the estimated PID Bond Fee.
Make Whole Provision. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding any contrary provisions contained in any of the Credit Documents, such amounts as shall be necessary to compensate each Lender for the loss, cost or expense which it actually reasonably incurs as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Loan on a date other than the last day of the applicable Interest Period of such LIBOR Loan, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Loan on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of a Loan which was to have borne interest at the Adjusted LIBOR Rate pursuant to the request of Borrower to be made under this Agreement (except as a result of a failure by Administrative Agent or any Lender to fulfill Administrative Agent’s or such Lender’s obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Loan (except as a result of a failure by Administrative Agent or any Lender to fulfill such Administrative Agent’s or Lender’s obligations to fund). Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus any amounts required to compensate for any loss, cost or expense reasonably incurred by reason of the liquidation or re-employment of deposits or other funds acquired by any Lender to fund or maintain a LIBOR Loan, including, without limitation, the costs associated with the cancellation of any interest rate hedge agreement.
Make Whole Provision. Borrower may prepay a LIBOR Advance only upon at least three (3) Business Days prior written notice to Lender (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such LIBOR Advance. Borrower shall pay Lender, upon request of Lender, such amount or amounts as shall be sufficient (in the reasonable opinion of Lender) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a LIBOR Advance on a date other than the last day of the Interest Period for such LIBOR Advance; (ii) any failure by Borrower to borrow a LIBOR Advance on the date specified by Borrower's written notice; (iii) any failure by Borrower to pay a LIBOR Advance on the date for payment specified in Borrower's written notice. Upon the occurrence of any of the events set forth in items (i), (ii), or (iii) of the foregoing sentence, and without limiting the foregoing, Borrower shall pay to Lender a "yield maintenance fee" in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) (the "United States Treasury Security Rate") with a maturity date closest to the maturity date of the term chosen pursuant to the LIBOR Election (as defined below) as to which the prepayment is made, shall be subtracted from the Applicable LIBOR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the LIBOR Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above-referenced United States Treasury Security Rate and the number of days remaining in the term chosen pursuant to the LIBOR Election as to which the prepayment is made. The resulting amount shall be the yield maintenance fee due to Lender upon prepayment of any LIBOR Advance. Each reference in this paragraph to "LIBOR Election" shall mean the election by the Borrower to apply the Applicable LIBOR Rate to the Loan Advance, pursuant to a Notice of Rate Selection. If by reason of an Event of Default, Lender elects ...
Make Whole Provision. Borrower shall pay to Lender, immediately -------------------- upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the conclusive judgment of Lender (in the absence of manifest error), compensate Lender for the loss, cost or expense which it may reasonably incur as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of the Loan bearing interest at the LIBOR Interest Rate on a date other than the last day of the applicable Interest Period, or (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Rate Advance to a Variable Rate Advance on a date other that the last day of the applicable Interest Period. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus any amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Lender to fund or maintain the Loan or any portion thereof while it is bearing interest at the LIBOR Interest Rate plus, in any event, but without duplication, a Yield Maintenance Fee.
Make Whole Provision. Upon the conversion or repurchase of any Security prior to its Maturity, the Company will pay to the Holders of the Securities so converted or repurchased cash with respect to the Security so converted or repurchased, in an amount equal to U.S.$379.121 per U.S.$1,000 principal amount of the Securities, less the amount of any interest paid on the Securities from the date of issuance until the relevant Conversion Date or Repurchase Date (the “Make-Whole Payment”). The Company shall pay the Make-Whole Payment within five (5) business days of the applicable Conversion Date or Repurchase Date is completed, in all cases pursuant to the terms of this Indenture.
Make Whole Provision. (a) Subject to the terms of the Intercreditor Agreement, if a holder of Preferred Shares converts them to Common Stock at any time, or a holder of Warrants exercises them after the earlier of the prepayment in full or final maturity of the Notes, and, in either case, such holder sells the Conversion Shares or the Warrant Shares under a registration statement filed by the Company pursuant to this Agreement at an average price per share (the "Average Sale Price") less than the average of the closing price per share of the Company's Common Stock for five trading days prior to the date of conversion of such Preferred Shares or the exercise of such Warrants (the "Exercise Date Market Price"), the Company will pay to such holder in cash an amount determined by multiplying the number of shares of Common Stock so sold by the excess of the Exercise Date Market Price over the Average Sale Price. In lieu of making such payment in cash, the Company shall have the option of delivering to such holder a number of shares of Common Stock determined by dividing the amount of cash otherwise payable by the Average Sale Price.
Make Whole Provision. Borrower shall pay to Agent or any Lender, immediately upon request, such amounts as shall, in the conclusive judgment of Agent or such Lender (in the absence of manifest error), compensate Agent or such Lender for the loss, cost or expense which it may reasonably incur as a result of: (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Rate Loan or a Base Rate Loan on a date other than the last day of the applicable LIBOR Period of a LIBOR Rate Loan or Interest Period of a Base Rate Loan, as the case may be; (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Rate Loan to a Base Rate Loan on a date other than the last day of the applicable LIBOR Period; or (iii) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Rate Loan or Base Rate Loan. Such amounts payable shall be equal to any administrative costs actually incurred plus any amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Agent or such Lender to fund or maintain a LIBOR Rate Loan or a Base Rate Loan.
Make Whole Provision. Borrower shall pay to Bank, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the reasonable judgment of Bank, compensate Bank for the loss, cost or expense which it may reasonably incur as a result of (i) any prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Advance on a date other than the last day of the applicable Interest Period, or (ii) except in circumstances as set forth in Section 6.3, below, the conversion, for any reason, whether voluntary or involuntary, of any LIBOR Advance to a Prime Rate Advance on a date other than the last day of the applicable Interest Period. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred, plus any amounts required to compensate Bank for any out-of-pocket loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Bank to fund or maintain a LIBOR Advance and in any event, but without duplication, a Yield Maintenance Fee, as defined below, in the event of the prepayment of all or any portion of a LIBOR Advance on a date other than the last day of the applicable Interest Period. Both the provisions of this Paragraph 5.7 and the provisions of Paragraph 10 relating to the payment of a Yield Maintenance Fee shall not apply either to monthly principal payments due pursuant to this Note which are not prepaid or principal payments made on the last day of an applicable Interest Period that constitute a prepayment of the Principal Sum.
Make Whole Provision. In the event and to the extent that, on January 2, 2021, the Trading Price of the Parent's common stock is less than $0.13, then the Parent shall issue, as an integrated part of the overall Purchase Price, additional shares of its common stock to Seller (the ''Make Whole Shares")in the amount such that the aggregate value, calculated at the Trading Price, of the sum of (x) 35,000,000, which is the number of common shares underlying the Payment Shares issued at Closing, and (y) the number of Make Whole Shares, is equal to $4,500,000. ''Trading Price'" means the average daily closing bid price for the Company's common stock on the market or exchange where it is quoted or listed over the preceding twenty (2) trading days. For purposes of example only, in the event t11at the Trading Price on January 2, 2021 is $0.10, then the Seller would receive Make Whole Shares in the amount of 10,000,000.
Make Whole Provision. Borrower shall pay to Lender, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the judgment of Lender (which shall not be disturbed in the absence of manifest error), compensate Lender for the loss, cost or expense which it may reasonably incur as a result of (i) any payment or prepay-ment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Based Advance on a date other than the last day of the applicable Interest Period, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Based Advance to a Variable Rate Advance on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of a Loan Advance which was to have borne interest at the LIBOR Based Rate pursuant to the request of Borrower to be made under the Loan Agreement (except as a result of a failure by Lender to fulfill Lender's obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Based Advance. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred, plus any amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Lender to fund or maintain a LIBOR Based Advance plus, in any event, but without duplication, a Yield Maintenance Fee.
