Prepayment upon a Change of Control. Notwithstanding anything to the contrary contained herein (including, without limitation Section 2(c) above), (i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, in connection with a Change of Control, prepay all or any portion of the unpaid principal amount of this Note to each Holder, on or promptly following the date of such Change of Control, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at a Prepayment Price equal to: (A) 100% of the principal amount of the Note prepaid, plus (B) the Applicable Premium for the Note, plus accrued and unpaid interest, if any, to, but excluding, the applicable Prepayment Date, subject to the rights of the Holders to receive interest due on an Interest Payment Date that is on or prior to the applicable Prepayment Date. (ii) On or after January 1, 2021, the Issuer may on any one or more occasions, in connection with a Change of Control, prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the lesser of (a) the Prepayment Price (expressed as a percentage of principal amount) of 102.500%; and (b) the applicable Prepayment Price (corresponding to the Prepayment Date) set forth in Section 2(c)(ii); in each case plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable Prepayment Date, subject to the rights of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. Unless the Issuer defaults in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date. (iii) If the Issuer wishes to exercise its right to prepay this Note in accordance with Sections 2(h)(i) or 2(h)(ii) above, the Issuer must deliver irrevocable notice of its intent to exercise such right within seven (7) days following the date of the consummation of such Change of Control.
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Samples: Senior Unsecured Promissory Note, Purchase Agreement (Northern Oil & Gas, Inc.)
Prepayment upon a Change of Control. Notwithstanding anything to Promptly and in any event within five Business Days after the contrary contained herein (including, without limitation Section 2(c) above),
(i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, in connection with occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (i) refer specifically to this Section 8.7, (ii) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, and (iii) offer to prepay all or Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day following the Response Date referred to below and in any portion of the unpaid principal amount of this Note to each Holder, on or promptly following event not more than 45 days after the date of such Change of ControlControl Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), upon a which specified date shall be not less than 20 days nor more than 30 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Notice given Date all of the Notes held by the Issuer holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Holders as provided in Section 2(d) hereofResponse Date shall be deemed to constitute rejection by such holder), at a Prepayment Price equal to:
(A) 100% of the principal amount of each such Note together with interest accrued thereon to the Note prepaid, plus
(B) the Applicable Premium for the Note, plus accrued and unpaid interest, if any, to, but excluding, the applicable Change of Control Prepayment Date, subject without premium. If any holder shall reject (or be deemed to the rights of the Holders have rejected) such offer with respect to receive interest due on an Interest Payment Date that is any Note held by such holder on or prior to before the applicable Prepayment Date.
(ii) On or after January 1, 2021, the Issuer may on any one or more occasions, in connection with a Change of Control, prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the lesser of (a) the Prepayment Price (expressed as a percentage of principal amount) of 102.500%; and (b) the applicable Prepayment Price (corresponding to the Prepayment Date) set forth in Section 2(c)(ii); in each case plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable Prepayment Response Date, subject such holder shall be deemed to the have waived its rights of Holders on the Prepayment Date under this Section 8.7 to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. Unless the Issuer defaults in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for require prepayment on the applicable Prepayment Date.
(iii) If the Issuer wishes to exercise its right to prepay this Note in accordance with Sections 2(h)(i) or 2(h)(ii) above, the Issuer must deliver irrevocable notice of its intent to exercise such right within seven (7) days following the date of the consummation of such Change of Control.Note for which such offer was
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Prepayment upon a Change of Control. Notwithstanding anything to Promptly and in any event within five Business Days after the contrary contained herein (including, without limitation Section 2(c) above),
(i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, in connection with occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (i) refer specifically to this Section 8.7, (ii) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, and (iii) offer to prepay all or Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day following the Response Date referred to below and in any portion of the unpaid principal amount of this Note to each Holder, on or promptly following event not more than 45 days after the date of such Change of ControlControl Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), upon a which specified date shall be not less than 20 days nor more than 30 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Notice given Date all of the Notes held by the Issuer holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Holders as provided in Section 2(d) hereofResponse Date shall be deemed to constitute rejection by such holder), at a Prepayment Price equal to:
(A) 100% of the principal amount of each such Note together with interest accrued thereon to the Note prepaid, plus
(B) the Applicable Premium for the Note, plus accrued and unpaid interest, if any, to, but excluding, the applicable Change of Control Prepayment Date, subject without premium. If any holder shall reject (or be deemed to the rights of the Holders have rejected) such offer with respect to receive interest due on an Interest Payment Date that is any Note held by such holder on or prior to before the applicable Prepayment Date.
(ii) On or after January 1, 2021, the Issuer may on any one or more occasions, in connection with a Change of Control, prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the lesser of (a) the Prepayment Price (expressed as a percentage of principal amount) of 102.500%; and (b) the applicable Prepayment Price (corresponding to the Prepayment Date) set forth in Section 2(c)(ii); in each case plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable Prepayment Response Date, subject such holder shall be deemed to the have waived its rights under this Section 8.7 to require prepayment of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. Unless the Issuer defaults such Note for which such offer was rejected (or deemed rejected) in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date.
(iii) If the Issuer wishes to exercise its right to prepay this Note in accordance with Sections 2(h)(i) or 2(h)(ii) above, the Issuer must deliver irrevocable notice of its intent to exercise such right within seven (7) days following the date of the consummation respect of such Change of Control but not in respect of any subsequent Change of Control.
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Prepayment upon a Change of Control. Notwithstanding anything to (a) Promptly and in any event within five Business Days after the contrary contained herein (including, without limitation Section 2(c) above),
(i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, in connection with occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (i) refer specifically to this Section 8.7, (ii) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, and (iii) offer to prepay all or Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day following the Response Date referred to below and in any portion of the unpaid principal amount of this Note to each Holder, on or promptly following event not more than 45 days after the date of such Change of ControlControl Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), upon a which specified date shall be not less than 20 days nor more than 30 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Notice given Date all of the Notes held by the Issuer holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Holders as provided in Section 2(d) hereofResponse Date shall be deemed to constitute rejection by such holder), at a Prepayment Price equal to:
(A) 100% of the principal amount of each such Note together with interest accrued thereon to the Note prepaid, plus
(B) the Applicable Premium for the Note, plus accrued and unpaid interest, if any, to, but excluding, the applicable Change of Control Prepayment Date, subject without premium. If any holder shall reject (or be deemed to the rights of the Holders have rejected) such offer with respect to receive interest due on an Interest Payment Date that is any Note held by such holder on or prior to before the applicable Prepayment Date.
(ii) On or after January 1, 2021, the Issuer may on any one or more occasions, in connection with a Change of Control, prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the lesser of (a) the Prepayment Price (expressed as a percentage of principal amount) of 102.500%; and (b) the applicable Prepayment Price (corresponding to the Prepayment Date) set forth in Section 2(c)(ii); in each case plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable Prepayment Response Date, subject such holder shall be deemed to the have waived its rights under this Section 8.7 to require prepayment of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. Unless the Issuer defaults such Note for which such offer was rejected (or deemed rejected) in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date.
(iii) If the Issuer wishes to exercise its right to prepay this Note in accordance with Sections 2(h)(i) or 2(h)(ii) above, the Issuer must deliver irrevocable notice of its intent to exercise such right within seven (7) days following the date of the consummation respect of such Change of Control but not in respect of any subsequent Change of Control.
(b) For purposes of this Section 8.7, any holder of more than one Note may act separately with respect to each Note so held (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held).
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Prepayment upon a Change of Control. Notwithstanding anything to (a) Promptly and in any event within five Business Days after the contrary contained herein (including, without limitation Section 2(c) above),
(i) At any time prior to January 1, 2021, the Issuer may, on any one or more occasions, in connection with occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (i) refer specifically to this Section 8.7, (ii) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof, and (iii) offer to prepay all or Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day following the Response Date referred to below and in any portion of the unpaid principal amount of this Note to each Holder, on or promptly following event not more than 45 days after the date of such Change of ControlControl Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), upon a which specified date shall be not less than 20 days nor more than 30 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Notice given Date all of the Notes held by the Issuer holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Holders as provided in Section 2(d) hereofResponse Date shall be deemed to constitute rejection by such holder), at a Prepayment Price equal to:
(A) 100% of the principal amount of each such Note together with interest accrued thereon to the Note prepaid, plus
(B) the Applicable Premium for the Note, plus accrued and unpaid interest, if any, to, but excluding, the applicable Change of Control Prepayment Date, subject without premium. If any holder shall reject (or be deemed to the rights of the Holders have rejected) such offer with respect to receive interest due on an Interest Payment Date that is any Note held by such holder on or prior to before the applicable Prepayment Date.
(ii) On or after January 1, 2021, the Issuer may on any one or more occasions, in connection with a Change of Control, prepay all or any part of this Note, upon a Prepayment Notice given by the Issuer to the Holders as provided in Section 2(d) hereof, at the lesser of (a) the Prepayment Price (expressed as a percentage of principal amount) of 102.500%; and (b) the applicable Prepayment Price (corresponding to the Prepayment Date) set forth in Section 2(c)(ii); in each case plus accrued and unpaid interest, if any, on the portion of the principal so prepaid, to, but excluding, the applicable Prepayment Response Date, subject such holder shall be deemed to the have waived its rights under this Section 8.7 to require prepayment of Holders on the Prepayment Date to receive interest due on an Interest Payment Date that is prior to the applicable Prepayment Date. Unless the Issuer defaults such Note for which such offer was rejected (or deemed rejected) in the payment of the Prepayment Price, interest will cease to accrue on this Note or portions thereof called for prepayment on the applicable Prepayment Date.
(iii) If the Issuer wishes to exercise its right to prepay this Note in accordance with Sections 2(h)(i) or 2(h)(ii) above, the Issuer must deliver irrevocable notice of its intent to exercise such right within seven (7) days following the date of the consummation respect of such Change of Control but not in respect of any subsequent Change of Control.
(b) For purposes of this Section 8.7, any holder of more than one Note may act separately with respect to each Note so held (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held)
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