Change of Control Prepayment Sample Clauses

Change of Control Prepayment. (a) Within 15 days following the date upon which a Responsible Officer of any Obligor first has actual knowledge of a Change of Control, the Issuer shall give written notice of such Change of Control (a “Change of Control Notice”) to each holder of a Note, which Change of Control Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.7 and the rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a date, which shall be no more than 60 days and not less than 30 days after the date of such Change of Control Notice, the entire unpaid principal amount of the Notes held by such holder, together with interest thereon to the prepayment date, if any, with respect to each Note prepaid (showing in such offer the amount of interest which would be paid on such prepayment date together with specific information as to how such estimated amount was calculated), and (iv) request such holder to notify the Issuer in writing by a stated date (a “Response Date”), which date is not less than 10 days prior to the prepayment date and not less than 20 days after such holder’s receipt of the Change of Control Notice, of its acceptance or rejection of such prepayment offer. If a holder does not notify the Issuer on or before the Response Date specified in the Change of Control Notice of such holder’s acceptance of the prepayment offer contained therein, then the holder shall be deemed to have rejected such offer.
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Change of Control Prepayment. (a) Promptly, and in any event within five (5) Business Days of any Responsible Officer becoming aware that a Change of Control has occurred (which shall be deemed to have occurred on the actual closing of any transaction which constitutes a Change of Control within the meaning of subsection (b) of the definition of Change of Control), the Trust and the Company shall give written notice (the “Company/Trust Notice”) of such fact to all holders of the Notes.
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Change of Control Prepayment. The Borrower shall, on the date of any Change of Control, prepay in full the aggregate principal amount of the Facilities and deposit in the L/C Collateral Account an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding.
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Change of Control Prepayment. (a) No less than three Business Days after the occurrence of a Change of Control, the Borrower shall offer to each Lender (by delivery of a prepayment offer to the Administrative Agent) to prepay all (but not part) of its outstanding Loans in accordance with this Section 2.22. The prepayment offer shall be irrevocable and shall state: (i) the proposed date of prepayment (which date shall be no earlier than 5 days and no later than 10 days from the date of the applicable Change of Control); (ii) the prepayment price (which, with respect to each Lender, shall be calculated as the sum of (x)(i) 103% of the aggregate principal amount of the outstanding Loans made by such Lender, if such change of control occurs on or prior to the date that is one year after the Closing Date and (ii) 101% of the aggregate principal amount of the Loans of such Lender if such change of control occurs after the date that is one year after the Closing Date but on or prior to the date that is two years after the Closing Date, (y) all accrued and unpaid Interest Expense on such Loans and (z) all accrued interest on the principal amount being repaid or prepaid and, to the extent applicable, breakage costs, as provided for in Section 2.15 hereof; (iii) that each Lender that accepts such prepayment offer must accept such offer with respect to all (but not part) of its Loans; (iv) that each Lender must accept such offer by delivering notice of such acceptance to the Administrative Agent within 30 days after the date the Borrower makes its offer to such Lender (the “Offer Period”); and (v) in reasonable detail, the nature of the applicable Change of Control and the projected impact of such Change of Control on the Project, the operations thereof and the Borrower.
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Change of Control Prepayment. The Borrower shall, on the date of any Change of Control, prepay in full the aggregate principal amount of the Facilities then outstanding.
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Change of Control Prepayment. Upon a change of control event, the Purchasers will have the option (the “Put Option”) to sell any or all of the Notes to the Operating Company, and the Operating Company will be required to purchase such Notes, at 101% of the par amount of the Notes being redeemed, plus accrued and unpaid interest.
Sample 1
Change of Control Prepayment. (a) If a Change of Control shall occur at any time, each Revolving Credit Lender may, at its sole election, terminate its Revolving Loan Commitment, in whole or in part, and/or require Borrowers to prepay the Revolving Credit Loans owing to such Revolving Credit Lender, in whole or in part, at any time during the twelve (12) month period following the occurrence of the Change of Control, by paying to such Revolving Credit Lender (in addition to the outstanding principal required to be prepaid, accrued interest through the date of repayment on such principal amount and all other charges then due and owing under the terms of this Agreement and the other Loan Documents and any amounts then due and owing pursuant to subsection 3.2.5), as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to 0.75% of the aggregate amount of the Revolving Loan Commitment so terminated.
Sample 1
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Change of Control Prepayment. Should there occur a Change of Control, then, immediately and without notice (a) all Obligations under the Loan Documents shall automatically become immediately due and payable, without presentment, demand, protest, notice of protest, default, or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, or other notice of any kind, all of which are hereby expressly waived by the Restricted Persons, and (b) the Commitments, if any, shall immediately cease and terminate unless and until reinstated by Administrative Agent and Lenders in writing.
Sample 1

Related to Change of Control Prepayment

  • Payment Prepayment All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Prepayment of this Note may be made at any time without penalty.

  • Optional Prepayment The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without prepayment penalty or premium subject to the requirements of this Section and Section 2.15.

  • Prepayment Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with accrued and unpaid interest on such Notes accrued to the date of prepayment but without any Make-Whole Amount. The prepayment shall be made on the Change in Control Proposed Prepayment Date, except as provided by Section 8.7(f).

  • Optional Prepayment of Loans (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

  • Optional Prepayments The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b).

  • Repayment Prepayment and Cancellation 6 REPAYMENT

  • Optional Prepayments with Make-Whole Amount (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

  • Required Prepayments On August 1, 2002, and on each August 1 thereafter to and including August 1, 2010, the Company will prepay $5,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Notes at par and without payment of the Make-Whole Amount or any premium, provided that upon any partial prepayment of the Notes pursuant to Sections 8.2 or 10.2 or purchase of the Notes permitted by Section 8.5, the principal amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase.

  • All Prepayments Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied by Agent to the Obligations in inverse order of maturity. The monthly payments required under Schedule 2.1 shall continue in the same amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or optional, of the Term Loan. Notwithstanding anything to the contrary contained in the foregoing, in the event that there have been multiple advances under the Term Loan each of which such advances has a separate amortization schedule of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be applied by Agent to reduce and prepay the principal balance of the earliest-made advance then outstanding in the inverse order of maturity of the scheduled payments with respect to such advance until such earliest-made advance is paid in full (and to the extent the total amount of any such partial prepayment shall exceed the outstanding principal balance of such earliest-made advance, the remainder of such prepayment shall be applied successively to the remaining advances under the Term Loan in the direct order of the respective advance dates in the manner provided for in this sentence).

  • Prepayment Premium Borrower will be required to pay a prepayment premium in connection with certain prepayments of the Indebtedness, including a payment made after Lender’s exercise of any right of acceleration of the Indebtedness, as provided in the Note.

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