Make-Whole Provisions Sample Clauses

Make-Whole Provisions. As to the 200,000 shares of Buyer's Common Stock not subject to the 90 day lockup provision provided for in Article 3.3.2(i) ("Saleable Shares") during any period Seller is entitled to sell any of the Saleable Shares as contemplated by Article 3.3.2(ii) of this Agreement, and the Registration Statement contemplated by Article 3. 3.1 has not been declared effective, Seller shall be entitled to give Buyer a written notice of intent to sell setting forth the number of Saleable Shares Seller desires to sell on that date. Each notice given is irrevocable and not amendable. Buyer shall have the option to (i) repurchase the Saleable Shares set forth in such notice at the closing sale price, regular way, of Buyer's Common Stock on the NYSE on the date the notice was given (the "Notice Date Price") or (ii) to defer such purchase until the date the registration statement has been declared effective (the "Registration Statement Effective Date"). The option contemplated by this Article 3.3.3 shall remain exercisable until 5:00 p.m. San Francisco time on the Registration Statement Effective Date. If the Registration Statement Effective Date has not occurred by the 50th day following the Closing, and Buyer has not exercised its option on or before such date, Buyer's option to purchase shall become a mandatory obligation on the 51st day following Closing. If Buyer elects to defer and has not exercised the option contemplated above as to any of the Saleable Shares subject to the notice, Seller shall have a period of ten NYSE trading days immediately following the Registration Statement Effective Date to sell, in a regular way transaction on the NYSE, including block trades on the NYSE, the Saleable Shares covered by the notice and not purchased by Buyer. In the event the actual gross sales price resulting from such sale is less than the Notice Day Price, Buyer shall pay to Seller the difference between such prices multiplied by the number of Saleable Shares that were subject to the notice, were not purchased by Buyer, and were actually sold by Seller, upon receipt of written information from Seller and the broker/dealer effecting the sale on behalf of Seller, setting forth the number of shares sold and the actual gross sales price. The payments to be made pursuant to this Article 3.3.3 shall be made within five (5) days after the date they become due by wire transfer of immediately available funds to the account designated by Seller. If Seller does not sell the shares wit...
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Make-Whole Provisions. (a) If (i) any payment of principal on or any conversion of any LIBOR Rate Loan is made on any date other than the last day of the Interest Period for such LIBOR Rate Loan, whether as a result of any voluntary or mandatory prepayment, any acceleration of maturity, or any other cause (other than any regularly scheduled principal repayment), (ii) any payment of principal on any LIBOR Rate Loan is not made when due, or (iii) any LIBOR Rate Loan is not borrowed, converted, or prepaid in accordance with the respective request therefor provided by the Borrower to the Agent, whether as a result of any failure to meet any applicable conditions precedent for borrowing, conversion, or prepayment, the permitted cancellation of any request for borrowing, conversion, or prepayment, the failure of the Borrower to provide the respective notice of borrowing, conversion, or prepayment, or any other cause; then in such event the Borrower shall, upon demand of any Lender, pay to such Lender such amounts as are required to compensate such Lender for any losses, costs, or expenses which it may reasonably incur as a result of any such payment or nonpayment, including any lost profits resulting from liquidation or reinvestment of deposits, equity contributions, or other funds acquired by such Lender to maintain or fund the LIBOR Rate Loans for the duration of the applicable Interest Period and all properly documented and reasonable administrative expenses incurred in connection therewith. A certificate as to the amount of such losses, costs, or expenses detailing the calculation thereof prepared by such Lender and submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (b) Should the Borrower make any prepayment of any principal portion of any Loan, whether as a result of any voluntary or mandatory prepayment, the acceleration of the maturity of the Loan, or otherwise, then the Borrower shall pay to JEDI or its Affiliates upon demand an amount sufficient to compensate each such Person which has entered into Derivatives hedging the interest rate risk allocable to such Loan for any loss, cost, or expense, including any lost profits and termination penalties, allocable to the termination of such Derivative. A certificate as to the amount of such loss, cost, or expense detailing the calculation thereof prepared by such Person and submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error.
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Make-Whole Provisions. ‌ (a) Subject to SPAC Securities Laws (including regulatory and NEO Exchange approval, if required) and the limitations in this Section 9.16, Buyer will issue additional Exchangeable Shares to Seller, if: (i) The trailing 3-day volume-weighted average trading price of the SPAC Class B Shares on the NEO Exchange (the “Closing Price”) is less than Cdn.$29.00 on the Closing Date; (ii) The Closing Price is less than Cdn.$29.00 on the day that is 180 days after the Closing Date (or the next Business Day, if that day is not a Business Day) (the “First Make-Whole Date”); and (iii) The Closing Price is less than Cdn.$29.00 on the day that is 360 days after the Closing Date (or the next Business Day, if that day is not a Business Day) (the “Second Make-Whole Date”). (b) The number of additional Exchangeable Shares to be issued to Seller on the Closing Date, if any, will equal the number of Exchangeable Shares required so that the market value of (i) 18% of the Exchangeable Shares issued to Sellers on the Closing Date, plus
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Related to Make-Whole Provisions

  • Applicable Provisions Nothing in this Article is to be interpreted as a waiver of other provisions or procedures contained elsewhere in this agreement.

  • Variable Provisions The Company initially appoints the Trustee as Paying Agent and Registrar and custodian with respect to any Global Securities.

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • Repurchase Provisions If a Change of Control occurs, unless the Issuers have previously or concurrently delivered a redemption notice with respect to all outstanding Notes pursuant to Section 5.7 of the Indenture, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any), if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Issuers may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any), if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.

  • Leave Provisions Clause No. Title

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Avoidance Provisions It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

  • Forfeiture Provisions The performance security shall contain forfeiture provisions for failure, after proper notice, to complete work within the time specified, or to initiate or maintain any actions which may be required of the applicant or owner in accordance with this ordinance, approvals issued pursuant to this ordinance, or an operation and maintenance agreement established pursuant to this ordinance.

  • Severable Provisions The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

  • Fundamental Lease Provisions The provisions in this Article shall be referred to in this Lease as the "Fundamental Lease Provisions."

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