Payment Event. If one or more of the following events (each, a “Payment Event”) shall have occurred:
(a) A closing of the Private Placement has occurred and resulted in proceeds of $10,000,000 or greater; or
(b) A closing of the Private Placement has occurred and resulted in proceeds of $2,000,000 or greater and Maker has provided written notice to Holder of its intention to proceed with the transactions contemplated by the Exchange Agreement. Upon the occurrence of a Payment Event, the entire outstanding principal and unpaid interest of this Note will be due and payable immediately. It being the intention of the parties that a portion of the funds raised in the Private Placement be used to satisfy the obligations of Maker pursuant to this Note, the parties agree to cooperate and work together to ensure that that the funds received in connection with the Private Placement and paid in connection with this Note may be used solely for the payment or other satisfaction of the obligations and amounts owing by Holder to the individuals and entities set forth on Schedule 2 to the Exchange Agreement.
Payment Event. 42 PBGC ...............................................................................................21 Person ................................................................................................7 Pre-Closing Tax Period..................................................................................18
Payment Event. Random Trading Days...............
Payment Event. On a Payment Event, the Trustee may institute bankruptcy proceedings exclusively in The Netherlands, but may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid. To the extent the Trustee is not permitted to pursue the remedies provided for herein as a matter of Dutch law, the Holders of the Securities may pursue such remedies in accordance with the terms of the Subordinated Indenture.
Payment Event. The occurrence of all, but not less than all, of the following events shall constitute a "Payment Event" for the purposes of this Note:
(a) a Default Notice shall have been issued, an Acceleration Default shall have occurred and be continuing or the Final Maturity Date of the Class A-1 Notes and class A-2 Notes shall have occurred;
(b) the Trustee and the Security Trustee shall have exercised remedies available under the Indenture and the Related Documents, and the "Collateral" (as defined in the Security Trust Agreement) shall have been disposed of and/or liquidated in full;
(c) the proceeds from the liquidation and/or disposition of such "Collateral" (the "Aggregate Disposition Amount") together with any fund on deposit in the Class A Contingent Collateral Account are insufficient to repay the Outstanding Principal Balance of, and accrued interest on, the Class A Notes in full; and
(d) the aggregate face amount of the outstanding Permitted Beneficial Notes shall exceed the Aggregate Disposition Proceeds (such excess, the "Excess Note Amount").
Payment Event. 12.04 Schedule 14D-9.................................... 2.02
Payment Event. 4 - OEC design is completed; Detailed civil; mechanical and electrical design is substantially completed; Purchase orders for the following major items are issued: main transformer, substation; compressed air system; bulk of piping for gathering system.
Payment Event. Any transfer of the Executive's employment from the Company to an Affiliate, from an Affiliate to the Company, or from one Affiliate to another Affiliate, is not a termination of the Executive's employment by the Company for purposes of the Agreement (though any such transfer might, depending on the circumstances, constitute or result in a termination of employment by the Executive for Good Reason).
Payment Event. Xxxxx expressly agrees that the amounts required under the Indemnity Agreement and the Tax Matters Agreement shall immediately become due and payable, without notice or demand, upon the occurrence of any "Payment Event" as defined in the Indemnity Agreement.
Payment Event. Upon the occurrence of any Payment Event (as hereinafter defined), Xxxxx shall, immediately at Xxxxx' sole cost and without any demand or notice whatsoever, either (i) pay and satisfy in full the entire outstanding amount of the BofA Loan, including all principal, interest, and other amounts due thereunder, and cause the full and final release and termination of the Guaranty and the return to the Company of any and all collateral securing the Company's performance of the Guaranty, (ii) substitute such collateral, provide such substitute guarantors, and take such other actions as may be required by BofA and thereby obtain the full and final release and termination of the Guaranty and the return to the Company of any and all collateral securing the Company's performance of the Guaranty, or (iii) convey the Property to the Company by grant deed subject only to those exceptions to title to which the deed of trust is subject (with such conveyance of the Property releasing Xxxxx from any indemnity for Company claims related to impaired market value caused by market factors), and repay the amount of the Supplemental Loan.
