AHYDO Catch-Up Sample Clauses

AHYDO Catch-Up. Notwithstanding anything to the contrary contained in any Note Document, with respect to any Notes and any particular accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the Issue Date at the end of which, but for the prepayment and redemption required by this paragraph, (x) the aggregate amount which would be includible in gross income with respect to such Notes for periods before the close of such accrual period (as described in Section 163(i)(2)(A) of the Code) would exceed (y) an amount equal to the sum (as described in Section 163(i)(2)(B) of the Code) of (I) the aggregate amount of interest to be paid on such Notes before the close of such accrual period plus (II) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Note multiplied by (B) the yield to maturity (interpreted in accordance with Section 163(i)(2)(B) of the Code) of the Note, the Company shall prepay and redeem, as applicable, at the end of or during such accrual period, without premium or penalty, the minimum amount of principal and accrued interest on the Note necessary to prevent such Note from being treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code or any of the accrued and unpaid interest or original issue discount on the Note from being disallowed or deferred as a deduction under Section 163(e)(5) of the Code to the Company or any of its Affiliates; provided, however, that if the yield to maturity of such Note is less than the amount described in Section 163(i)(1)(B) of the Code, no such prepayment or redemption with respect to such Note shall be required under this Section 3.08. It is intended that no Note will be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code, and this paragraph will be interpreted and applied consistently with such intent. A prepayment or redemption pursuant to this Section 3.08 shall not constitute an optional prepayment or redemption and shall not be subject to Sections 3.01 through 3.07 hereof. The Company is not otherwise required to make mandatory redemption or sinking fund payments with respect to the Notes.
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AHYDO Catch-Up. Notwithstanding anything in this Agreement or in any other Loan Document to the contrary, if the Loan shall remain outstanding after the fifth (5th) anniversary of the initial issuance thereof and the aggregate amount that would be includible in the gross income of a Lender with respect to any Loan (within the meaning of Section 163(i) of the Code or any successor provision) for the periods ending on or before any Payment Date that occurs after such fifth (5th) anniversary (the “Aggregate Accrual”) would otherwise exceed an amount equal to the sum of (i) the aggregate amount of interest to be paid (within the meaning of Section 163 (i) of the Code) under the Loan on or before such Payment Date, and (ii) the product of (A) the issue price (as defined in Section 1273(b) of the Code) of the Loan and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Loan (such sum, the “Maximum Accrual”), then Borrower shall pay on each applicable Payment Date occurring after such fifth (5th) anniversary that portion of the outstanding principal amount of the Loan necessary to prevent the Loan from constituting an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, up to an amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual (each such payment, the “AHYDO Payment”) and the amount of such AHYDO Payment and any interest thereon shall be treated for U.S. federal income tax purposes as an amount of interest to be paid (within the meaning of Section 163(i)(2)(B)(i) of the Code) under the Loan. This provision is intended to prevent the Loan from being classified as an “applicable high yield discount obligation,” as defined in Section 163(i) of the Code, and shall be interpreted consistently therewith.
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AHYDO Catch-Up. Notwithstanding anything to the contrary contained herein, if (i) the Loan remains outstanding after the fifth anniversary of the Closing Date and (ii) the aggregate amount of the accrued but unpaid interest on the Loan (including any amounts treated as interest for federal income tax purposes, such as original issue discount (“OID”)) as of any Testing Date occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual, then all such accrued but unpaid interest on the Note (including any amounts treated as interest for federal income tax purposes, such as OID) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Borrower to the Lender (or any subsequent holder of the Note) on such Testing Date, it being the intent of the parties hereto that the deductibility of interest on the Loan shall not be limited or deferred by reason of Section 163(i) of the Internal Revenue Code of 1986, as amended (the “IRC”). For these purposes, the “Maximum Accrual” is an amount equal to the product of the Loan’s issue price (as defined in IRC Sections 1273(b) and 1274(a)) and its yield to maturity, and a “Testing Date” is any Interest Payment Date and the date on which any “accrual period” (within the meaning of IRC Section 1272(a)(5)) closes.
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AHYDO Catch-Up. On or before the end of the first “accrual period” (within the meaning of Section 163(i)(2) of the Code) ending after the fifth anniversary of the Issue Date and prior to the end of each subsequent accrual period (the date of each such payment, an “AHYDO Payment Date”), the Company shall prepay a principal amount of the New Third Lien Secured Notes in an amount equal to the AHYDO Amount, without payment of any premium or penalty (each such payment, an “AHYDO Catch-Up Payment”). For purposes of the foregoing, “AHYDO Amount” means, as of each AHYDO Payment Date, the amount sufficient (but not more than necessary) to ensure that the New Third Lien Secured Notes will not be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. The AHYDO Amount shall be calculated by the Company and set forth in a notice delivered to the Third Lien Trustee and the Holders no later than the record date for such AHYDO Catch-Up Payment. Each payment of the AHYDO Amount shall be treated for tax purposes as a payment of original issue discount on the New Third Lien Secured Notes to the extent that the original issue discount has accrued as of the date such payment is due and then as a payment of principal. It is the intention of the foregoing that the New Third Lien Secured Notes will not be an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. A prepayment or redemption pursuant to this Section 3.09 shall not constitute an optional prepayment or redemption and shall not be subject to Sections 3.01 through 3.08 hereof. The Company is not otherwise required to make mandatory redemption or sinking fund payments with respect to the New Third Lien Secured Notes
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Related to AHYDO Catch-Up

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Payments, Computations, etc (a) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent’s office specified in Schedule 10.1 not later than 4:00 P.M. on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

  • Lock-up Period; Lock-up Letters For a period of 60 days from the date of the Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of each of the Representatives on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which such registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the aforementioned 60-day period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock up provisions set forth in the form of letter attached as Exhibit C hereto. Each affiliate, executive officer and director of the General Partner listed on Schedule IV shall furnish to the Underwriters, prior to or on the First Delivery Date, a letter or letters, substantially in the form of Exhibit C hereto.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Contractual Settlement Date Accounting (a) Bank shall effect book entries on a "contractual settlement date accounting" basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time.

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