The Roll-Over Option Sample Clauses
The Roll-Over Option. (A) The Notes shall remain the outstanding obligations of the Company.
(B) The Company shall procure that the Acquirer provides a full and unconditional guarantee on terms reasonably satisfactory to a Majority of the Holders, which shall inure for the benefit of all holders of the Notes (the "Guarantee") of the prompt payment when due by the Company of principal and interest under or arising out of the Notes. Such Guarantee shall rank pari passu equally and ratably without discrimination, subordination or preference as an unsecured debt obligation of the Acquirer.
(C) The Company shall procure that the Acquirer executes an agreement supplemental hereto that provides that the Acquirer will be bound by this Agreement;
(D) In the case of each such Change, thereafter each Holder shall receive, upon such Holder's exercise of the Put pursuant to this Agreement, shares of the Acquirer (the "Acquirer Shares") as opposed to shares of the Company, as provided for prior to such Change. In addition, the Put/Call Rate, the Call Target Price, and the Interest Rate Hurdle on the Notes shall be determined by the following formulae: Put/Call Rate Adjustment. After the Change, the Put/Call Rate shall be adjusted in the following manner: PC = PCo x (M/Mo) where: PC = the adjusted Put/Call Rate. PCo = the Put/Call Rate immediately prior to such adjustment. Mo = the average of the Daily Market Prices of the Common Stock for the first ten (10) consecutive trading days immediately preceding but not including the date of effectiveness of the Change. M = the fair market value per share of the Acquirer Shares. As used in this formula, "fair market value" shall mean the average Daily Market Price of the Acquirer Shares for the ten (10) consecutive trading days immediately preceding but not including the date of effectiveness of the Change.
The Roll-Over Option. (A) The Notes shall remain the outstanding obligations of the Company.
(B) The Company shall procure that the Acquirer provides a full and unconditional guarantee on terms reasonably satisfactory to a Majority of the Holders, which shall inure for the benefit of all holders of the Notes (the “Guarantee”) of the prompt payment when due by the Company of principal and interest under or arising out of the Notes. Such Guarantee shall rank pari passu equally and ratably without discrimination, subordination or preference as an unsecured debt obligation of the Acquirer.
(C) The Company shall procure that the Acquirer executes an agreement supplemental hereto that provides that the Acquirer will be bound by this Agreement;
(D) In the case of each such Change, thereafter each Holder shall receive, upon such Holder’s exercise of the Put pursuant to this Agreement, shares of the Acquirer (the “Acquirer Shares”) as opposed to shares of the Company, as provided for prior to such Change. In addition, the Put/Call Rate, the Call Target Price, and the Interest Rate Hurdle on the Notes shall be determined by the following formulae: