Conditions to Optional Acceleration Sample Clauses

Conditions to Optional Acceleration. Shareholder’s notice of Optional Acceleration will be effective only if: (i) no Collateral Event of Default has occurred and is continuing; (ii) no Reorganization Event or Dilution Event has been announced for which the related Exchange Property Adjustment Date has not yet occurred (unless the Company or the issuer of the relevant Exchange Security, as applicable, has publicly announced that such Reorganization Event or Dilution Event will not occur); (iii) such notice contains Shareholder’s election with respect to the cash settlement, if any, of such Optional Acceleration in accordance with the conditions and requirements set forth in Section 2.3(d); and (iv) if such Optional Acceleration is an Optional Acceleration in respect of which Shareholder has satisfied the applicable requirements set forth in Section 6.6 (such Optional Acceleration, a “Tax Event Acceleration”), such notice states that such Optional Acceleration is a Tax Event Acceleration and includes the Officer’s Certificate and opinion of counsel (if required) described in Section 6.6.