Common use of Buyout Option Clause in Contracts

Buyout Option. At any time during any Buyout Exercise Period the Tranche B Lender may (but shall not be obligated to) give notice to the Administrative Agent (the "Buyout Acceptance Notice") of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) as of the date on which such assignment is made. The Tranche B Lender's buy out right under this ss.3.7 may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders. Following its exercise of the buy out right under this ss.3.7, the Tranche B Lender shall (a) not waive or alter the Revolving Credit Early Termination Fee or alter the payment provisions in ss.13.4 to change when the Revolving Credit Early Termination Fee would be paid and (b) upon receipt of any amounts on account of the Revolving Credit Early Termination Fee, pay such amounts to the Administrative Agent for the account of the Revolving Credit Lenders in accordance with their Commitment Percentages as of the date of the buy out under this ss.3.7.

Buyout Option. At any time during any Buyout Exercise Period Period, the Tranche B Lender may (but shall not be obligated to) give notice to the Administrative Agent (the "Buyout Acceptance Notice"“BUYOUT ACCEPTANCE NOTICE”) of its intent to cause the assignment to the Tranche B Lender, or its designee, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) and cash collateral with respect to the Maximum Drawing Amount and all Unpaid Reimbursement Obligations in the amount of 105% of the face amount of Letter of Credit, in each case (and cash collateral) as of the date on which such assignment is made. The Tranche B Lender's ’s buy out right under this ss.3.7 Section 3.6 may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders. Following its exercise of the buy out right under this ss.3.7Section 3.6, the Tranche B Lender shall shall, during the first 180 days following exercise of the buyout right and payment in full therefor, (a) not waive or alter the Revolving Credit Early Termination Fee or alter the payment provisions in ss.13.4 Section 13.5 to change when the Revolving Credit Early Termination Fee would be paid and (b) upon receipt during said 180-day period of any amounts on account of the Revolving Credit Early Termination Fee, pay such amounts to the Administrative Agent for the account of the Revolving Credit Lenders in accordance with their Commitment Percentages as of the date of the buy out under this ss.3.7Section 3.6.

Buyout Option. At any time during any (a) In the event that CPLP delivers an Objection Notice, SSC shall have the right exercisable by delivering a written notice, not more that five (5) Business Days after the Objection Date, to CPLP stating that it elects to exercise its Buyout Exercise Period Option (a "BUYOUT EXERCISE NOTICE") to purchase all but not less than all of the Tranche B Lender may Buyout Securities (but shall not be obligated toas defined below) give notice for a cash purchase price equal to all principal and interest due to CPLP pursuant to the Administrative Agent Term Loan Agreement, all principal and interest due to CPLP with respect to the Loan and CPLP's pro rata portion of any fees payable to it under the Term Loan Agreement or this Agreement (the "BUYOUT OPTION"); PROVIDED, HOWEVER, that if CPLP has exercised a portion of the Warrants that would otherwise be deemed Allocated Warrants (the shares of Common Stock issued upon exercise of the Allocated Warrants shall be referred to as the "ALLOCATED SHARES"), then the purchase price paid by SSC for the Buyout Acceptance Notice"Option shall be reduced (by an amount not less than zero) (i) if CPLP then owns all or a portion of its intent to cause the assignment to the Tranche B Lender, or its designeeAllocated Shares, by the Revolving Credit Lenders, product of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) as of the date on which such assignment is made. The Tranche B Lender's buy out right under this ss.3.7 may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders. Following its exercise of the buy out right under this ss.3.7, the Tranche B Lender shall (a) not waive or alter the Revolving Credit Early Termination Fee or alter the payment provisions in ss.13.4 to change when the Revolving Credit Early Termination Fee would be paid number of Allocated Shares then owned and (b) upon receipt of any amounts the difference between the Current Market Price on account of the Revolving Credit Early Termination Fee, pay such amounts to the Administrative Agent for the account of the Revolving Credit Lenders in accordance with their Commitment Percentages as of the date of the buy out under Buyout Exercise Notice and the exercise price paid by CPLP for such Allocated Shares or (ii) if CPLP has sold all or a portion of the Allocated Shares, by the product of (x) the number of Allocated Shares so sold and (y) the difference between the consideration received by CPLP upon the sale of the Allocated Shares so sold and the exercise price paid by CPLP for such Allocated Shares; PROVIDED, FURTHER, that if CPLP has acquired the Allocated Shares via cashless exercise, the foregoing computation shall be made as if such exercise had been a cash exercise. If SSC does not deliver a Buyout Exercise Notice in accordance with the terms of this ss.3.7Section 14.02, then SSC shall be deemed to have waived its Buyout Option as to the transactions stated in the Buyout Exercise Notice, and the parties may not proceed with the SSC Transaction that is the subject of such Objection Notice.

Buyout Option. At any time during any Buyout Exercise Period and upon the instruction of the Tranche B Lender may (but Lenders, the Tranche B Lenders shall not be obligated to) give notice to the Administrative Agent (the "a Buyout Acceptance Notice") Notice of its intent to cause the assignment to the Tranche B LenderLenders, or its designeetheir respective designees, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) Borrowings as of the date on which such assignment is made. The Tranche B Lender's Lenders’ buy out right under this ss.3.7 Section 2.3(g) may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent. Following its the exercise of the buy out right under this ss.3.7Section 2.3(g), the Tranche B Lender Lenders shall (ai) not waive or alter the Revolving Credit Early Termination Fee Lenders Prepayment Premium or alter the payment provisions in ss.13.4 to change when the Revolving Credit Early Termination Fee would be paid of Section 2.5, and (bii) upon receipt of any amounts on account of the Revolving Credit Early Termination FeeLenders Prepayment Premium, pay such amounts to the Administrative Agent for of the account of the Revolving Credit Lenders in accordance with their Commitment Percentages Pro Rata Share as of the date of the buy out under this ss.3.7Section 2.3(g).

Buyout Option. At any time during any Buyout Exercise Period and upon the instruction of the Tranche B Lender may (but Lenders, the Tranche B Agent shall not be obligated to) give notice to the Administrative Agent (the "“Buyout Acceptance Notice"”) of its intent to cause the assignment to the Tranche B LenderLenders, or its designeetheir respective designees, by the Revolving Credit Lenders, of all right, title and interest in, to, arising under or in respect of all Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent. Such assignments shall be effected on the Business Day which is not more than three (3) Business Days following the Buyout Acceptance Notice by the execution, by the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent of an Assignment and Acceptance in exchange for the payment, in immediately available funds, of the amount of the Obligations in respect of the Revolving Credit Loans (excluding the Revolving Credit Early Termination Fee) Borrowings as of the date on which such assignment is made. The Tranche B Lender's Lenders’ buy out right under this ss.3.7 Section 2.3(g) may only be exercised completely with respect to all of the Obligations of the Revolving Credit Lenders, the Swing Lender, the Issuing Lender and the Agent. Following its the exercise of the buy out right under this ss.3.7Section 2.3(g), the Tranche B Lender Lenders shall (ai) not waive or alter the Revolving Credit Early Termination Fee Lenders Prepayment Premium or alter the payment provisions in ss.13.4 to change when the Revolving Credit Early Termination Fee would be paid of Section 2.4, and (bii) upon receipt of any amounts on account of the Revolving Credit Early Termination FeeLenders Prepayment Premium, pay such amounts to the Administrative Agent for of the account of the Revolving Credit Lenders in accordance with their Commitment Percentages Pro Rata Share as of the date of the buy out under this ss.3.7Section 2.3(g).