Substitution of Issuer Sample Clauses

Substitution of Issuer. Notwithstanding the provisions of Section 23.1, the Company may, at any time after the Series B Guaranteed Senior Notes due July 28, 2011 issued under the 2004 Note Purchase Agreement are paid in full, cause Omega Pharma Capital N.V., a company incorporated with limited liability in Belgium, to be substituted and become directly liable as an issuer of the obligations evidenced by the Notes, and to cause such Subsidiary to assume the obligations of the Company to pay the principal, interest and Make-Whole Amount, if any, on the Notes (such Subsidiary being referred to herein as the “Substitute Issuer”), so long as each of the following requirements are satisfied as of the Substitute Issuer Date (as defined below): (a) the Substitute Issuer is a company incorporated with limited liability in Belgium and is a Wholly-Owned Subsidiary of Omega Pharma N.V.; (b) (i) each of the Company and the Substitute Issuer shall have entered into an assumption and amendment agreement (as amended from time to time, the “Assumption and Amendment Agreement”) in form and substance satisfactory to the holders of Notes (the date of the effectiveness of such assumption and amendment, to occur on an Interest Payment Date, referred to herein as the “Substitute Issuer Date”) pursuant to which the Substitute Issuer shall have assumed all of the Company’s obligations under this Agreement and the Notes, and this Agreement and the Notes shall have been amended as necessary or appropriate in connection with such assumption in order to preserve the intent of this Agreement and the protection afforded the holders of Notes (including the addition of a covenant that the Substitute Issuer will at all times remain a Wholly-Owned Subsidiary of Omega Pharma N.V.), (ii) the Company shall have unconditionally guarantied the payment and performance by the Substitute Issuer of its obligations in respect of the Notes and this Agreement pursuant to a guaranty agreement (containing an indemnity substantially similar to that referred to in Section 21.3 below) in form and substance satisfactory to the holders of Notes (as amended from time to time, the “Parent Guarantee”) and (iii) the Subsidiary Guarantors shall have reaffirmed their obligations under their respective Subsidiary Guarantees pursuant to an agreement in form and substance satisfactory to the holders of Notes and, after giving effect to such assumption and guaranty on the Substitute Issuer Date, the obligations of each Subsidiary Guarantor sh...

Substitution of Issuer. In the event ISSUER desires to redeem, exchange or otherwise convert the Stock held by PURCHASER during the term of the Promissory Note, ISSUER shall deliver in exchange, either: (a) the cash proceeds from the sale of the Stock; (b) substitute stock; (c) similar securities acceptable to PURCHASER, in its sole discretion, with a fair market value equal to the Stock transferred.

Substitution of Issuer. Following any substitution of the Issuer pursuant to Condition 18(c) (Meetings of Noteholders;

Substitution of Issuer. The Issuer shall have the right to require all (and not less than all) of the holders to deliver the outstanding Notes held by each holder to the Issuer in exchange for substantially identical senior guaranteed promissory notes (the "NEW NOTES") of another Restricted Subsidiary (the "NEW ISSUER") subject to the satisfaction of each of the following conditions:

Substitution of Issuer. The Issuer may be substituted under this Agreement by a Substitute by the execution of a supplemental agreement to this Agreement signed by all parties hereto, consenting, such consent not to be unreasonably withheld or delayed, to such substitution, whereupon such Substitute shall become a party to this Agreement as if originally named herein as the Issuer.

Substitution of Issuer