Post-Closing Note Redemption Sample Clauses
Post-Closing Note Redemption. Subject to applicable law, and as set forth more fully in the Note Terms in EXHIBIT C, any Notes issued to any former holder of Company Common Shares who exercised his or her Note Election to receive Notes as part of such holder's Merger Consideration (but excluding the Notes issued to any holder in connection with such holder's exercise of his or her Shareholder Note Purchase Right) shall automatically be redeemed by the issuer of the Notes (the "POST-CLOSING NOTE REDEMPTION") ninety (90) days from and after the Closing Date (the "REDEMPTION TIME"), at a price equal to $60.91 per Note, without interest, unless prior to the Redemption Time, such former holder affirmatively elects to retain ownership of his or her Notes (such redeemed Notes, the "REDEEMED NOTES"). Immediately after the redemption of any Redeemed Notes, Gotham shall purchase from the issuer of the Notes, and the issuer of the Notes shall sell, convey, assign, transfer and deliver to Gotham, such Redeemed Notes at a price equal to $60.91 per Note, which shall be deemed to be fully paid and nonassessable.
Post-Closing Note Redemption. To the extent that less than all of the Senior Notes are tendered for payment on or prior to the Closing Date pursuant to the Tender Offer, the Company shall retain a sufficient amount of the unused portion of the Term Loans necessary to, and shall use such amounts to, repurchase Senior Notes tendered in the Tender Offer on or after the Closing Date in the Tender Offer or effectuate the Post-Closing Note Redemption within 45 days of the Closing Date.