Notice of an Accelerated Put Sample Clauses

Notice of an Accelerated Put. If at any time there shall occur an event which requires the Texas Acquisition Subsidiaries or the Georgia Acquisition Subsidiaries, as the case may be, to purchase Units pursuant to an Accelerated Put (as defined in Section 6.1 of the Texas Acquisition Subsidiaries Guarantee and the Georgia Acquisition Subsidiaries Guarantee, respectively), then the following shall apply: (a) The TW Parties shall make available to the Georgia Units Purchaser sufficient funds to purchase from and pay to each Eligible Unitholder the Accelerated Put Price applicable to such Accelerated Put. The parties hereby agree to take all actions, and execute all amendments to this Agreement and the Beneficial Share Assignment, reasonably necessary to cause the Georgia Units Purchaser to assign to TWE all cash flow derived from the Georgia Units (the "Georgia AP Units Cash Flow Assignment") purchased pursuant to an Accelerated Put (collectively, "Georgia AP Units"). All Georgia AP Units held by the Georgia Units Purchaser and TWE's rights to the cash flow derived from such Georgia AP Units shall be subject to the provisions of clause (b) of this Section 4.3.1. (b) On the Liquidity Put Settlement Date for each Liquidity Put following the purchase of Georgia AP Units pursuant to clause (a) above, Holdco shall pay to the TW Parties an amount equal to the product of (i) Liquidity Put Number for such Liquidity Put, less any Georgia Units that are actually tendered pursuant to such Liquidity Put (but in no event greater than the number of Georgia AP Units in respect of which payments have not been made by Holdco hereunder (the "Repaid Georgia AP Units")), multiplied by (ii) the lesser of (x) the Put Price for such Liquidity Put (as such Put Price is determined in accordance with Section 3.2 of the Georgia Overall Agreement) and (y) the applicable Accelerated Put Price. Upon any such payment, the Repaid Georgia AP Units shall no longer be subject to the Georgia AP Units Cash Flow Assignment. (c) The TW Parties shall make available to the Texas Units Purchaser sufficient funds to purchase from and pay to each Eligible Unitholder the Accelerated Put Price applicable to such Accelerated Put. The parties hereby agree to take all actions, including executing all amendments to this Agreement and the Beneficial Share Assignment, reasonably necessary to cause the Texas Units Purchaser to assign to TWE all cash flow derived from the Texas Units (the "Texas AP Units Cash Flow Assignment") purchased purs...
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Related to Notice of an Accelerated Put

  • Determination to Honor Drawing Request In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

  • Determinations to Honor Drawing Requests In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

  • Notice of Voluntary Termination or Reduction The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

  • INSTRUCTIONS FOR COMPLETING REPAYMENT ELECTION FORM AND EXERCISING REPAYMENT OPTION Capitalized terms used and not defined herein have the meanings defined in the accompanying Repayment Election Form.

  • Termination for Cause with Notice to Cure Requirement Contractor may terminate this contract for the Department’s failure to perform any of its duties under this contract after giving the Department written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

  • PARTICIPANT’S ACCEPTANCE The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

  • Notice of Layoff The Employer shall make every reasonable effort under the circumstances to provide affected employees with at least fourteen (14) calendar days’ notice prior to the contemplated effective date of a layoff.

  • Notice of Resignation or Removal The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

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