Noteholder Termination Sample Clauses

Noteholder Termination. Upon the occurrence of (i) any termination of this Agreement by the Supporting Noteholders in accordance with Section 7.01(c), (ii) any termination of the Noteholder Backstop Commitment Agreement, and/or (iii) a material breach of this Agreement by any Supporting Noteholder that has not been cured (if susceptible to cure) within five (5) business days after the receipt by the Company Parties and such Supporting Noteholder of written notice of such breach given by the Plan Sponsor, the Plan Sponsor, by written notice to the Company Parties delivered in accordance with Section 10.09 of this Agreement, may terminate this Agreement with respect to the Supporting Noteholders (the “Noteholder Termination”). Upon the occurrence of the Noteholder Termination, the Supporting Noteholders shall cease to be Parties to this Agreement and all references to the “Restructuring Term Sheet” in this Agreement shall be deemed to refer to the Restructuring Term Sheet attached hereto as Exhibit A-2. For the avoidance of doubt, upon the occurrence of the Noteholder Termination, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) shall automatically terminate, and, for so long as this Agreement remains in effect with respect to the Plan Sponsor, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto) shall remain in full force and effect. Notwithstanding the occurrence of the Noteholder Termination, this Agreement shall remain in full force and effect with respect to the other Parties. Upon the Noteholder Termination, Section 7.01(a) of this Agreement shall be automatically deemed amended and replaced in its entirely without further notice or action of any Party in the form attached hereto as Exhibit C.
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Noteholder Termination. If not earlier terminated, this Agreement may be terminated by the Consenting Lock-up Noteholders if the Company does or effects any of the following actions, except to the extent expressly provided in, and not inconsistent with, this Agreement (including the Restructuring Term Sheet): (A) adjusts, splits, combines or reclassifies any of its capital stock; (B) makes, declares or pays any dividend or distribution on, or directly or indirectly redeems, purchases or otherwise acquires, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock; (C) grants any person any right or option to acquire any shares of its capital stock; (D) issues, delivers or sells or agrees to issue, deliver or sell any additional shares of its capital stock or any such securities; (E) merges, consolidates, reorganizes or recapitalizes, or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets; or (F) makes or proposes any changes in its organizational documents.
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Related to Noteholder Termination

  • Servicer Termination (a) Following the occurrence of any of the events set forth in Section 19.2.1, the Trustee may elect, at its reasonable discretion, to terminate the Servicer under this Agreement with respect to the Mortgage Loans. The Trustee shall provide a written termination notice to the Servicer.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Earlier Termination Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:

  • Other Termination If the Optionee’s employment terminates for any reason other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

  • Notification of Servicer Termination Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Owner Trustee shall give prompt written notice thereof to Certificateholders, and the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement).

  • Waiver; Termination No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.

  • Servicer Termination Events The following events will each be a “Servicer Termination Event”:

  • Other Termination Benefits In addition to any amounts or benefits payable upon a Termination of Employment hereunder, Executive shall, except as otherwise specifically provided herein, be entitled to any payments or benefits provided under the terms of any plan, policy or program of the Company in which Executive participates or as otherwise required by applicable law.

  • OBLIGATIONS AFTER TERMINATION Executive shall have no further obligations or liabilities hereunder after an Incapacity Termination Date except Executive’s obligations under Sections 7 and 8, which shall survive the termination or expiration of this Agreement. After an Incapacity Termination Date, Employer shall have no further obligations or liabilities hereunder except that Employer shall, not later than two (2) weeks after an Incapacity Termination Date, pay to Executive those amounts described in Section 9.2(ii); provided, however, that in the event an Incapacity Termination Date occurs at least six (6) months after the commencement of a Contract Year during the Term, Employer shall pay to Executive a pro-rated portion of the Annual Bonus for the Contract Year during which the Incapacity Termination Date occurs, such amount to be determined in the sole discretion of Employer. Additionally, Employer shall comply with the provisions of COBRA and the provisions of any Employer benefit plans in which Executive or Executive’s eligible dependents or beneficiaries are participating at the time of termination. Nothing in this Section 11 shall affect the amount of any benefits which may be payable to Executive under any insurance plan or policy maintained by Employer or Executive or pursuant to any Employer company practice, plan or program applicable to other executive-level employees of the Emmis Group.

  • Other Termination Events Subject to Section 6.4(b), this Agreement shall terminate with respect to all Parties upon the earliest to occur of (a) a written agreement among the Parties to terminate this Agreement, (b) the Closing and (c) the delivery of a written notice from the Majority Initial Consortium Members.

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