Common use of Notice and Offer Clause in Contracts

Notice and Offer. In the event that, as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company, the Parent Guarantor or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $5,000,000, or (y) one or more Persons have the right to require the Company, the Parent Guarantor or any Subsidiary so to purchase or repay such Indebtedness, the Company will, within five (5) Business Days thereafter, give written notice thereof to the holders of all Notes then outstanding. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, each outstanding Note held by such holder at 100% of the principal amount of such Notes being so prepaid, together with interest accrued Roanoke Gas Company Private Shelf Agreement thereon and the Make-Whole Amount determined as of a date specified in such notice (which date shall be a Business Day) that is not less than 30 days and not more than 60 days after the date of such notice (the “Cross-Put Prepayment Date”). If the Cross-Put Prepayment Date shall not be specified in such offer, the Cross-Put Prepayment Date shall be the first Business Day which is at least 45 days after the date of such offer.

Notice and Offer. In the event thatof any Debt Prepayment Application under Section 10.10 of this Agreement, as a consequence the Obligors will, within ten (10) days of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder Transfer (a "Debt Prepayment Transfer") in respect of Indebtedness which an offer to convert such Indebtedness into equity interestsprepay the Notes (the "Transfer Prepayment Offer") is being made to comply with the requirements for a Debt Prepayment Application (as set forth in the definition thereof), (x) the Company, the Parent Guarantor or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $5,000,000, or (y) one or more Persons have the right to require the Company, the Parent Guarantor or any Subsidiary so to purchase or repay such Indebtedness, the Company will, within five (5) Business Days thereafter, give written notice thereof of such Debt Prepayment Transfer to the holders each holder of all Notes then outstandingNotes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, each outstanding Note a portion of the Notes held by such holder at 100% equal to such holder's Ratable Portion of the principal amount Net Proceeds Amount in respect of such Notes being so prepaid, together with interest accrued Roanoke Gas Company Private Shelf Agreement thereon and the Make-Whole Amount determined as of Debt Prepayment Transfer on a date specified in such notice (which date shall be a Business Daythe "Transfer Prepayment Date") that is not less than 30 thirty (30) days and not more than 60 sixty (60) days after the date of such notice (notice, together with interest on the “Crossamount to be so prepaid accrued to the Transfer Prepayment Date and the Make-Put Prepayment Date”)Whole Amount. If the Cross-Put Transfer Prepayment Date shall not be specified in such offernotice, the Cross-Put Transfer Prepayment Date shall be the first Business Day which is at least 45 days fortieth (40th) day after the date of such offernotice.

Notice and Offer. In the event that, as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company, the Parent Guarantor or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $5,000,000, or (y) one or more Persons have the right to require the Company, the Parent Guarantor or any Subsidiary so to purchase or repay such Indebtedness, the Company will, within five (5) Business Days thereafter, give written notice thereof to the holders of all Notes then outstanding. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, each outstanding Note held by such holder at 100% of the principal amount of such Notes being so prepaid, together with interest accrued Roanoke Gas Company Private Shelf Agreement thereon and the Make-Whole Amount determined as of a date specified in such notice (which date shall be a Business Day) that is not less than 30 days and not more than 60 days after the date of such notice (the “Cross-Put Prepayment Date”). If the Cross-Put Prepayment Date shall not be specified in such offer, the Cross-Put Prepayment Date shall be the first Business Day which is at least 45 days after the date of such offer.