Common use of 00 - TERMINATION Clause in Contracts

00 - TERMINATION. 4.1 Upon the occurrence of an Event of Default, which the Lender does not waive or the Borrower remedy as required and within the time periods provided therefor, the Lender shall either: (a) retain the Pledged Shares for its own use and to its own account and in connection therewith require the Shareholders to complete the transfer of the Pledged Shares in the books and records of the Corporation, provided that in the event of such retention, the provisions of section 4.2 hereunder shall be applicable, and provided further that the Pledged Shares so held shall be valued as at the date of the occurrence of an Event of Default by an independent business valuator mutually acceptable to the parties hereunder, in accordance with the usual business valuation procedures, and the amount so determined shall be deemed to be applied so as to reduce the indebtedness by that amount, provided that any dispute as to the amounts so determined shall be submitted to arbitration in accordance with the provisions of section 6.6 hereunder; or (b) proceed to sell the Pledged Shares, in a commercially reasonable manner, and shall so advise the Shareholders and require the Shareholders to properly deliver and transfer the Pledged Shares as required pursuant to the provisions of the purchase agreement pursuant to which such sale is completed, and in connection with such sale, the Shareholders shall be entitled to bid or submit a written offer, as appropriate, and if accepted by the Lender, the provisions of section 4.2(b) hereunder shall apply. In the event of a sale of the Pledged Shares, the Lender shall apply the proceeds as provided in the Credit Agreement. (a) In the event that the Lender determines to retain the Pledged Shares and in connection therewith to complete the transfer of the Pledged Shares on the books and records of the Corporation to its name, then the Shareholders shall have the right on fifteen (15) days' notice to redeem the Pledged Shares by providing to the Lender repayment in full of the Indebtedness then outstanding, together with interest due and accrued thereon. (b) In the event of redemption pursuant to the provisions of the immediately preceding section, or the Lender completing any sale of the Pledged Shares to the Shareholders, then the Lender shall immediately upon payment as required, deliver over the Pledged Shares to the Shareholders free and clear of any encumbrances or liens and shall further provide to the Shareholders such discharges or assignments, as reasonably required, together with such releases as may be reasonably required in relation to the obligations of the Shareholders, and shall execute such further and other assurances as may be required to properly complete any necessary conveyance or re-conveyance to the Shareholders.