Prepayment on Change of Control Sample Clauses

Prepayment on Change of Control. No more than 30 days following a Change of Control, the Company shall prepay the entire principal amount outstanding under this Note. As used herein, (x) the term "Change of Control" means the occurrence of any of the following: (i) the adoption of a plan relating to the liquidation or dissolution of Parent or the Company, (ii) any Person or group (as such term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules)), directly or indirectly, of more than 50% of the total voting stock of Parent or the Company, other than in connection with a merger, consolidation or acquisition of assets in which Kayne Andxxxxx Xxxxxxxxnt Management affiliates do not sell, transfer or otherwise dispose of any equity security or convertible debt security of Parent or the Company or (iii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors and (y) the term "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on January 6, 2002 or (ii) was nominated for election or elected to such Board of Directors with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.
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Prepayment on Change of Control. (a) The Company will, within 90 days after any Change of Control give written notice of such Change of Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay the Notes as described in subdivision (b) of this Section 9.3 and shall be accompanied by the certificate described in subdivision (e) of this Section 9.3.
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Prepayment on Change of Control. 3.2 Upon the occurrence of a Change of Control, the Facility will become immediately due and payable, in full and the Borrower shall pay to the Lender in respect thereof, an amount equal to the outstanding balance of the Facility, all accrued but unpaid interest hereon and all costs and charges payable hereunder.
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Prepayment on Change of Control. At any time until the Senior Notes have been repaid in full, the Company will redeem the Senior Notes in their entirety upon the occurrence of a Change of Control by paying to the holders of the Senior Notes 105% of the Redemption Amount on the closing date of the Change of Control. Such payments will be apportioned ratably among the Senior Note holders according to the unpaid principal balance and accrued but unpaid interest thereon to which such payments relate. For purposes of this Section 1.06(b), “Change of Control” means the event of (i) a merger, consolidation, recapitalization or share exchange in which the holders of the voting stock of the Company immediately prior to such merger, consolidation, recapitalization or share exchange will not own 50% or more of the voting stock of the continuing or surviving corporation or other entity, or the parent company of such corporation or other entity, immediately after such merger, consolidation, recapitalization or share exchange, (ii) the sale, assignment, conveyance, transfer, lease or other disposition (other than the grant of a security interest) of all or substantially all of the assets of Company to any person or group of related persons, or (iii) any sale or other disposition of the voting stock of the Company representing 50% or more of the total voting power of the Company’s outstanding capital stock in a single transaction or a series of related transactions to any person, or group of related persons; provided, however that none of the following events shall be deemed to be a Change of Control for purposes of this Agreement: (A) the Company’s issuance of shares of its Common Stock, $0.0001 par value (the “Common Stock”) to any of its existing unsecured trade creditors set forth on Schedule II which opt to convert trade debt (as of the date of this Agreement) up to the amount set forth on Schedule II into Common Stock at a conversion rate of $0.02 per share within three business days of the date immediately following the effective date of the Reverse Stock Split (as defined below in Section 1.15(g)), or June 30, 2006, whichever is earlier, pursuant to a Settlement and Release Agreement substantially in the form set forth as Exhibit B; and (B) the Company’s issuance of Common Stock within the earlier of (i) three business days of the effective date of the Reverse Stock Split, or (ii) June 30, 2006, pursuant to a conversion and settlement agreement, substantially in the form of Exhibit C hereto (a “...
Sample 1
Prepayment on Change of Control. At any time until the Secured Notes have been repaid in full, the Borrower will redeem the Secured Notes in their entirety upon the occurrence of a Change of Control by paying to the holders of the Secured Notes the applicable Prepayment Amount on the closing date of the Change of Control. Such payments will be apportioned ratably among the Secured Note holders according to the unpaid principal balance and accrued but unpaid interest thereon to which such payments relate. For purposes of this Section 1.06(b), "Change of Control" means the event of (i) a merger, consolidation, recapitalization or share exchange in which the holders of the voting stock of the Parent Company immediately prior to such merger, consolidation, recapitalization or share exchange will not own 50% or more of the voting stock of the continuing or surviving corporation or other entity, or the parent company of such corporation or other entity, immediately after such merger, consolidation, recapitalization or share exchange, (ii) the sale, assignment, conveyance, transfer, lease or other disposition (other than the grant of a security interest) of all or substantially all of the assets of Parent Company to any person or group of related persons, or (iii) any sale or other disposition of the voting stock of the Parent Company representing 50% or more of the total voting power of the Parent Company's outstanding capital stock in a single transaction or a series of related transactions to any person, or group of related persons.
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Prepayment on Change of Control. If any change in ownership of any of the equity share capital (as defined in the Companies Act 1985) of Aegis results in any single person or group of persons acting in concert (as defined in the City Code on Takeovers and Mergers) acquiring more than 50 per cent. in nominal value of the same Aegis shall consult with the Bank and, unless the Bank agrees otherwise with Aegis, the Borrowers shall forthwith on demand of the Bank repay all Loans together with all accrued interest and other sums payable under this Agreement (but excluding any such sums to the extent unaccrued) and upon such demand being made, the Total Commitments shall be cancelled in full and reduced to zero. 7.5
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Prepayment on Change of Control. In the event a Change of Control shall occur, the Company will, within ten business days after such Change of Control, give written notice (the "Company Notice") of such event to all holders of the Notes. Any Company Notice pursuant to this Section2.4 shall set forth, to the best knowledge and belief of the Company, (a) a summary in reasonable detail of the transaction or transactions causing the Change of Control and (b) the date set for prepayment of the Notes. Forty-five (45) days after the date of the Company Notice, the Company will prepay all Notes held by all holders that have requested prepayment in writing at least ten business days prior to the date specified for prepayment, by payment of the principal amount thereof, plus accrued interest thereon to the date of prepayment, but without premium.
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Prepayment on Change of Control. (a) Notice of Change in Control or Control Event. Each Constituent Company will, within 15 days after such Constituent Company obtains knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section. If a Change in Control has occurred, any such notice from the Company shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section and shall be accompanied by the certificate described in subparagraph (g) of this Section.
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Prepayment on Change of Control. (a) The Company will, within 90 days after any Change of Control, give written notice of such Change of Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay the Notes as described in clause (b) of this SECTION 9.3 and shall be accompanied by the certificate described in clause (e) of this SECTION 9.3. (b) The offer to prepay Notes contemplated by clause (a) of this SECTION 9.3 shall be an offer to prepay, in accordance with and subject to this SECTION 9.3, all, but not less than all, the Notes held by each holder (in this case only, "HOLDER" in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on the Business Day specified in such offer (the "PROPOSED PREPAYMENT DATE") that is not less than 20 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer). (c) A holder of Notes may accept the offer to prepay made pursuant to this SECTION 9.3 by causing a notice of such acceptance to be delivered to the Company at least 5 days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this SECTION 9.3 shall be deemed to constitute a rejection of such offer by such holder. (d) Prepayment of the Notes to be prepaid pursuant to this SECTION 9.3 shall be at 100% of the principal amount of such Notes, plus a premium equal to 1% of such principal amount (the "PREMIUM AMOUNT"), together with interest on such Notes accrued to the date of prepayment. The principal amount and accrued interest and the Premium Amount shall, with respect to all Notes the holders of which accepted the offer to prepay pursuant to clause (c), become due and payable on the Proposed Prepayment Date. (e) Each offer to prepay the Notes pursuant to this SECTION 9.3 shall be accompanied by a certificate, executed by a senior financial officer of the Managing General Partner and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this SECTION 9.3; (iii) the principal amount of each Note offered to be prepaid; (iv) the Premium Amount due on each Note in connection with such prepayment; (v) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (vi) that the conditi...
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Related to Prepayment on Change of Control

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Repurchase upon Change of Control Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Payment Date"). A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Termination on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Offer to Repurchase Upon Change of Control Triggering Event Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to €100,000 or an integral multiple of €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or to transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • Repayment on Termination Date The Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon.

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