Payment Event. 42 PBGC ...............................................................................................21 Person ................................................................................................7 Pre-Closing Tax Period..................................................................................18
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. 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. Notwithstanding the foregoing, Holders of this Security have the absolute and unconditional right to institute suit for the enforcement of any payment when
Payment Event. Random Trading Days.......................................
Payment Event. 12.04 Schedule 14D-9.................................... 2.02
Payment Event. Concurrently with the closing of any Reorganization Transaction, which results in holders of the Common Shares receiving Total Consideration in excess of $296,859,383 (the “Common Shares Recovery”), the Company shall either (i) pay from and to the extent of such excess, $4,000,000 (such excess amount, the “Payment Amount”) in immediately available funds to Platinum in full and final payment for all obligations owing under the Advisory Agreement, or (ii) if any of the consideration in such Reorganization Transaction comprises securities, property or assets other than cash, deliver to Platinum an amount of securities, property, assets and/or cash having an aggregate Fair Value equal to the Payment Amount, on the same terms and conditions as the holders of Common Shares, and in the same proportion(s) as the consideration received in such Reorganization Transaction; provided, that in the event holders of Common Shares have the opportunity to elect the form of consideration to be received in a Reorganization Transaction, the type and amount of consideration paid to Platinum shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares in such Reorganization Transaction. In the event of any Reorganization Transaction in which the Company is not the surviving or resulting entity, the Company shall be deemed to have assigned all of its obligations pursuant to this Letter Agreement to the surviving or resulting entity (which shall assume all such obligations hereunder). Subject to the fiduciary duties of the board of directors of the Company, in the event of a Reorganization Transaction, the Company shall advocate for payment of the sum of the Common Shares Recovery and the Payment Amount. The Company agrees that it shall not take any action that would frustrate performance of this Letter 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.
Payment Event. 9 4.06 Deficiency .................................................. 11 4.07
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. 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).
