Satisfaction of Obligation; Termination of Credit Agreement; and Stock Purchase Sample Clauses

Satisfaction of Obligation; Termination of Credit Agreement; and Stock Purchase. The Company and LCO agree that the amount of the Obligation that remains unpaid under the Credit Agreement as of the date hereof is $6,500,000. The Company and LCO agree that the Obligation shall be deemed discharged and paid in full by the issuance by the Company to LCO of such number of shares of Common Stock (the "Shares") as have a value, based on the higher of (i) $31.75 per share or (ii) the closing sale price of Common Stock as quoted on NASDAQ on the effective date of this Agreement, equal to $6,500,000. Upon receipt of the Shares, the Obligation shall be deemed satisfied in full, and the Credit Agreement shall be cancelled and terminated and shall be of no further force or effect. Notwithstanding anything to the contrary in this Agreement, the shares of Common Stock that may be issued under this Section 1, together with the shares of Common Stock that may be issued under that certain Receivable Conversion Agreement between the Company and Excimer Vision Leasing L.P., a Delaware limited partnership, dated of even date herewith, shall under no circumstances (A) in the aggregate equal or exceed in number 10% of the number of shares of Common Stock outstanding immediately before such issuances or (B) represent 10% or more of the voting power of the shares of BriteSmile Common Stock outstanding immediately before such issuances. If the number of Shares otherwise issuable to LCO pursuant to this Section 1 is limited by the foregoing provision, then (A) the portion of the Obligation in excess of the value of the Shares actually issued (based on the higher of (i) $31.75 per share or (ii) the closing sale price of Common Stock on Nasdaq on the effective date of this Agreement) shall remain due and payable in cash by BriteSmile pursuant to this Agreement, and (B) the portion of the Obligation deemed cancelled by the issuance of such Shares shall be first applied to any interest included therein.
Sample 1
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Related to Satisfaction of Obligation; Termination of Credit Agreement; and Stock Purchase

  • Reaffirmation of Credit Agreement This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement herein and in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as amended hereby.

  • Termination of Credit Facility The Credit Facility shall terminate on the earliest of (a) the third anniversary of the Closing Date (the "Maturity Date"), (b) the date of termination by the Borrower pursuant to Section 2.5(a) and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 10.2(a).

  • Ratification of Credit Agreement Each Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents, as amended hereby. This Amendment is a Loan Document.

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • TERM, TERMINATION AND AMENDMENT (a) This Agreement shall become effective on the date of its execution and shall remain in full force and effect for a period of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term.

  • Incorporation of Credit Agreement Provisions The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

  • MODIFICATION OF CREDIT AGREEMENT The Credit Agreement is hereby amended as follows:

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

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