Noncompliant Holder Sample Clauses

Noncompliant Holder. If there is an assignment, sale, or participation to a Holder Transferee for which consent of the Company or Parent is required pursuant to Section 14.12 hereof and not received, the Company may prepay such Holder Transferee at any time, along with accrued interest and any applicable Yield Maintenance, and is permitted as a prepayment under Section 2.8 hereof. If any Holder shall fail to pay the applicable proceeds of the Promissory Certificate at the time of issuance, such Holder shall be a “Noncompliant Holder.” A Noncompliant Holder shall be disregarded for the purposes of determining the Majority Holders, and the Company may prepay such Noncompliant Holder at any time, provided that any waiver, amendment, or modification requiring the consent of all the Holders and that affects the rights of such Noncompliant Holder more adversely than other Holders shall require the consent of such Noncompliant Holder. The Company may prepay such Noncompliant Holder at any time, and no Yield Maintenance will be payable to such Noncompliant Holder. Any prepayment pursuant to this Section shall be made upon written notice to the Paying Agent at least two (2) Business Days prior to the proposed date of such prepayment.