Note Forgiveness Sample Clauses

Note Forgiveness. If Employee is terminated pursuant to Section 5(a), (b) or (d) or terminates pursuant to Section 5(e), (g) or (h), the Company shall (i) forgive that portion of the principal balance of the Share Purchase Note equal to (A) the outstanding balance of the Share Purchase Note on the Termination Date less (B) an amount equal to the average closing price for the Company's shares during the 20 trading days prior to the Termination Date times the number of Program Shares held by Employee on the Termination Date, multiplied by (C) a fraction, the numerator of which is the number of Program Shares held by Employee on the Termination Date and the denominator is the number of original issue Program Shares purchased with the proceeds of the Share Purchase Note and 1997 Note, and (ii) pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. If Employee is terminated pursuant to a Hostile Change in Control, the Company shall forgive the entire principal balance of the Share Purchase Note and pay a Gross-Up Payment to Employee in consideration of such Note forgiveness. Unless surrendered to the Company for cancellation, all Program Shares purchased with the proceeds of the Share Purchase Note and/or the 1997 Note which are held by Employee as of the date of any Share Purchase Note forgiveness (other than upon a Hostile Change in Control) and which have an aggregate value (as determined under Section 6(e)(B)) equal to or less than the amount of the principal balance of the Share Purchase Note shall be cancelled on the books of the Company and the value of those cancelled Shares shall be applied toward the principal balance of the Share Purchase Note, with any remaining Shares whose value exceeds such principal balance to be retained by Employee. Employee designates the Secretary or any Assistant Secretary of the Company as his attorney-in-fact to effect such cancellation, which power is coupled with an interest and shall survive the death, Disability or incompetence of Employee. No Program Shares shall be cancelled in connection with a Share Purchase Note forgiveness upon a Hostile Change in Control. Notwithstanding the foregoing, the Compensation Committee shall have discretion to permit Employee or his estate to retain all Program Shares. All other rights and obligations of the Company and Employee under this Agreement (other than Sections 8, 9 and 10, which shall survive termination) shall cease as of the Termination Date.
Sample 1
AutoNDA by SimpleDocs
Note Forgiveness. Immediately prior to the Effective Time, the principal and interest shall be forgiven on the note dated April 10, 2006 from Employee to Company and the note shall be treated as paid in full.
Sample 1Sample 2
Note Forgiveness. In the event Employee exercises his option to receive severance compensation under subparagraph 12.(a) hereof, Employer shall, in addition to, and not in lieu of, the payment of such severance compensation, forgive the balance due, if any, relative to Employee's debt obligation to Employer represented by the promissory note of Employee dated January 17, 1995 in the original principal amount of $84,436.11.
Sample 1
Note Forgiveness. Unless the Maker of the Loan ---------------- hereunder is either of the Company or any Guarantor, the Holder may not forgive any amounts owing under this intercompany note.
Sample 1
Note Forgiveness. Resources shall forgive the final one-third principal amount of that certain Amended and Restated Promissory Note dated January 1, 1999, made by Executive in favor of Resources (plus accrued interest on the forgiven portion thereof) in equal monthly amounts until September 30, 2001 at which time said Note shall be deemed fully paid and cancelled; provided, that, if Executive is terminated prior to such date the entire remaining unpaid balance, including accrued interest thereon, shall be forgiven and cancelled unless such termination was for Cause (as defined below) prior to the end of the Initial Period.
Sample 1
Note Forgiveness. Commencing on April 30, 1998, the Company shall forgive the payment of the Note at the rate of one-third of the original principal amount each year (plus accrued interest on the forgiven portion thereof), prorated for each month of Executive's employment, as more fully set forth in an amended and restated promissory note to be executed and delivered by Executive and the Company in the form attached as Exhibit A hereto.
Sample 1
Note Forgiveness. GOFFMAN agrees to forgive, and USD shall not be required to pay, the next nine (9) payments which would otherwise be owing under the Note, totalling $150,000 and commencing with the payment which would otherwise be due on October 1, 1997. Payments under the Note will resume as scheduled on July 1, 1998 and will continue through the final payment due on November 1, 1998.
Sample 1
AutoNDA by SimpleDocs

Related to Note Forgiveness

  • Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.

  • Restriction on Prepayment of Indebtedness The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contracts, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

  • Reductions in Class Principal Balances of the Notes On each Payment Date on or prior to the Termination Date, the Class Principal Balance of each Class of Original Notes will be reduced (in each case without regard to any exchanges of Original Notes for MAC Notes), without any corresponding payment of principal, by the amount of the reduction, if any, in the Class Notional Amount of the Corresponding Class of Reference Tranche due to the allocation of Calculated Tranche Write-down Amounts to such Class of Reference Tranche on such Payment Date pursuant to Section 3.03(b) above. If on the Maturity Date or any Payment Date a Class of MAC Notes is outstanding, all Calculated Tranche Write-down Amounts that are allocable to Original Notes that were exchanged for such MAC Notes will be allocated to reduce the Class Principal Balances or Notional Principal Amounts, as applicable, of such MAC Notes in accordance with the exchange proportions applicable to the related Combination.

  • Increases in Class Principal Balances of the Notes On each Payment Date on or prior to the Termination Date, the Class Principal Balance of each Class of Original Notes will be increased (in each case without regard to any exchanges of Class M Notes for MAC Notes) by the amount of the increase, if any, in the Class Notional Amount of the Corresponding Class of Reference Tranche due to the allocation of Tranche Write-up Amounts to such Class of Reference Tranche on such Payment Date pursuant to Section 3.03(c) above. If on the Maturity Date or any Payment Date a Class of MAC Notes is outstanding, all Tranche Write-up Amounts that are allocable to Class M Notes that were exchanged for such MAC Notes will be allocated to increase the Class Principal Balances or Notional Principal Amounts, as applicable, of such MAC Notes in accordance with the exchange proportions applicable to the related Combination.

  • Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in Sections 5.8.1 [Increased Costs Generally] or 5.8.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

  • Repayment of Debt If the General Partners unanimously elect, or are required by one or more third parties, to repay or repurchase at the Closing Date (or thereafter in connection with the sale of properties) any indebtedness of Target or any subsidiary of Target, at the Closing Date (or thereafter in connection with the sale of properties), the General Partners shall pay in cash such indebtedness plus any costs, expenses or fees associated with such repayment or repurchase, including without limitation any prepayment fees or penalties, to be repaid, pro rata in accordance with their respective Capital Accounts. For these purposes, “indebtedness” shall be deemed to include the costs of unwinding any interest rate swaps, caps, treasury locks and other derivatives and xxxxxx associated with the indebtedness that is being repaid.

  • Repayment of Loans; Evidence of Debt (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

  • Designation and Principal Amount There is hereby authorized and established a new series of Securities under the Base Indenture, designated as the “3.000% Senior Notes due 2022”, which is not limited in aggregate principal amount. The initial aggregate principal amount of the Senior Notes to be issued under this Seventh Supplemental Indenture shall be limited to $750,000,000. Any additional amounts of such series to be issued shall be set forth in a Company Order.

  • Evidence of Debt; Repayment of Loans (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Loan of such Lender as provided in Section 2.11.

  • Prepayment of Indebtedness At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or repurchase, redeem, retire or otherwise acquire any Indebtedness of any Borrower.

Time is Money Join Law Insider Premium to draft better contracts faster.