Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 200,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second sentence of SECTION 4.1(b)(ii) above. The percentage of Five Year Performance Goals for such period shall be computed by dividing (i) the sum of EBITDA achieved for the completed fiscal years (if any) and the Interim Period by (ii) the annual Performance Goals for the completed fiscal years (if any) and the monthly Performance Goals for the Interim Period. For purposes hereof, the term "INTERIM PERIOD" shall mean the period beginning on the first day of the then current fiscal year and ending on the last full month of that uncompleted fiscal year.
Acceleration Upon Sale. Notwithstanding any provision to the contrary in this Section 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 400,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second
Acceleration Upon Sale. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Trustor without Beneficiary’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, or (b) the creation of a lien or encumbrance subordinate to this Trust Deed, Beneficiary may, at Beneficiary’s option, declare all the sums secured by this Trust Deed to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, and only if, prior to the sale (or lease with option to purchase) or transfer, Beneficiary and the person to whom the Property is to be sold (or leased) or transferred reach agreement in writing that the credit of such person is satisfactory to Beneficiary and that the interest payable on the sums secured by this Trust Deed shall be at such rate as Beneficiary shall request. If Beneficiary has waived the option to accelerate as herein provided, and if Trustor’s successor in interest has executed a written assumption agreement accepted in writing by Beneficiary, Beneficiary shall release Trustor from all obligations under this Trust Deed and the Note. If Beneficiary exercises such option to accelerate, Beneficiary shall mail Trustor notice of acceleration. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Trustor may pay the sums declared due. If Trustor fails to pay such sums prior to the expiration of such period, Beneficiary may, without further notice or demand on Trustor, invoke any remedies provided in this Trust Deed or by law.
Acceleration Upon Sale. In the event of any sale or sales made under or by virtue of this Subsection, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, all Secured Obligations, if not previously due and payable, and all other sums required to be paid by the Mortgagor pursuant to the Note, this Second Mortgage and the other Loan Documents, shall, at the option of the Mortgagee, immediately become due and payable, in full, anything in the Note, this Second Mortgage, the Second Loan Agreement or the other Loan Documents to the contrary notwithstanding. If an Event of Default should occur, and following the acceleration of maturity as herein provided, a tender of payment by the Mortgagor of the amount then necessary to satisfy all Secured Obligations made at any time prior to any sale made under or by virtue of this Subsection, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall constitute an evasion of the provisions of the Note prohibiting prepayment, and, to the extent permitted by applicable law, such payment shall include the Prepayment Premiums (as defined in the Note), and other payments required by the Note.
Acceleration Upon Sale. Upon any sale of the Mortgaged Property or any part thereof by Mortgagee under or by virtue of this Mortgage, whether pursuant to foreclosure or power of sale or otherwise in accordance with the provisions of this Mortgage, the entire unpaid principal amount of the Mortgage Notes at the time outstanding shall, if not previously declared due and payable, immediately become due and payable, together with the interest accrued thereon and any applicable premium which would then be payable, and any other indebtedness which this Mortgage by its terms secures. Mortgagee, any Holder individually, or any nominee of any of them may be a purchaser of the Mortgaged Property or a portion thereof or of any interest therein at any sale thereof, and may apply to the purchase price all or any part of the indebtedness secured hereby in lieu of payment in cash of the amount of such indebtedness applied. Any such purchaser shall, upon any such purchase, acquire good title to the properties so purchased, free of the lien of this Mortgage and free of all rights of redemption in Mortgagor. Upon any sale of the Mortgaged Property after the Mortgage Notes becomes due and payable, whether at maturity, by declaration of acceleration or by automatic acceleration after an Event of Default or otherwise, the receipt of Mortgagee or the receipt of the officer making the sale under judicial proceedings shall, to the full extent legally permitted, be sufficient discharge to the purchaser for the purchase money, and such purchaser shall not be obligated to see to the application thereof.
Acceleration Upon Sale. Notwithstanding any provision to the contrary in this Section 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis
Acceleration Upon Sale. In the event of any sale made under or by ---------------------- virtue of this Article II (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), the entire principal of, and interest on, the Note, together with all other sums due thereunder or hereunder or under any other Loan Document, shall immediately thereupon, despite anything in any Loan Document to the contrary, become due and payable.
Acceleration Upon Sale. In the event of any Article II Sale (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), then, notwithstanding anything to the contrary set forth in any Loan Document, the entire principal of the Note than outstanding, all accrued and unpaid interest thereon, at the rate of interest provided therein and in the Loan Agreement, including any applicable Prepayment Charge, and all other indebtedness secured by this Mortgage shall immediately become due and payable.
Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such
Acceleration Upon Sale. (i) If a Company Sale occurs within two (2) years following the Closing Date, then: (A) Buyer shall provide Sellers Representative with written notice of such Company Sale at least five (5) Business Days prior to the closing of such Company Sale, which notice shall describe the material terms of the Company Sale; and (B) Sellers Representative shall be afforded a one-time irrevocable option, exercisable by Sellers Representative delivering written notice to Buyer prior to the closing of the Company Sale, to elect for the Earn-Out to be accelerated in accordance with this Section 2.08(d) (the “Acceleration Option”).
