Offer to Prepay Clause Samples

Offer to Prepay. (i) In the event that Borrower shall be required to commence an Offer to Prepay pursuant to Section 2.4(d)(ii), Borrower shall follow the procedures specified below: (1) Unless otherwise required by applicable law, an Offer to Prepay shall specify an Expiration Date of the Offer to Prepay, which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 30 days after the date of mailing of such Offer, and a Prepayment Date for prepayment of the Loans shall be within 60 days after the Expiration Date. On the Prepayment Date, Borrower shall prepay the aggregate principal amount of Loans required to be prepaid pursuant to Section 2.4(d) hereof (the “Offer Amount”), or if less than the Offer Amount has been accepted for prepayment, all Loans accepted for prepayment in response to the Offer to Prepay. (2) On the Prepayment Date, Borrower shall, to the extent lawful, prepay the Loans accepted for prepayment, together with any accrued and unpaid interest and, if applicable, any prepayment premium required (including the Applicable Premium). (ii) Any Offer to Prepay may, at Borrower’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of an Offer to Prepay made under Section 2.4(d)(ii)(1) or Section 2.4(d)(ii)(3), the consummation of such Change of Control or incurrence of Indebtedness). If prepayment is subject to satisfaction of one or more conditions precedent, such Offer to Prepay shall describe each such condition, and if applicable, shall state that, in Borrower’s discretion, the Prepayment Date may be delayed until such time as any or all such conditions shall be satisfied, or such prepayment may not occur and such Offer to Prepay may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated Prepayment Date, or by the Prepayment Date as so delayed.

Offer to Prepay. The Company shall: (i) offer to prepay the Notes pursuant to paragraph 4B, as provided in clause (ii) below: (a) in an amount equal to 100% of the Net Proceeds of Stock or any offering by the Company of Subordinated Debt (other than an offering that increases the outstandings under the Company's Subordinated Loan Certificates or Subordinated Capital Certificates of Interest in existence prior to the effective date of this Agreement and described on Schedule 5K hereto). Such prepayment shall be due immediately upon the receipt by the Company of such net proceeds. (b) in amounts equal to (i) 100% of the net proceeds from any sale or other disposition by the Company of any inventory (other than sales of inventory in the ordinary course), (ii) 50% of the net proceeds of any sale or other disposition by the Company of any of the SSC Securities, and (iii) 100% of the net proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division and any sale or dispositions permitted by paragraph 6F(iv)), or series of related sales or dispositions, by the Company of any assets not otherwise referenced above in this paragraph 5K(i)(b), where the net proceeds exceed $3,000,000 for any such sale or $6,000,000 in the aggregate for all such sales. Each such prepayment of net proceeds shall be due immediately upon the receipt by the Company of such net proceeds. (ii) Make an offer to prepay the Notes as contemplated by the foregoing in writing to each holder of a Note at least ten Business Days before the proposed date of prepayment specifying such proposed date and the amount available therefor. A holder of Note may accept such offer to prepay by causing a notice of such acceptance to be delivered to the Company within seven Business Days after receipt of the notice required pursuant to this clause (ii). A failure by a holder of Notes to respond to an offer to prepay made pursuant to this clause (ii) within such period shall be deemed to constitute a rejection of such offer by such holder. The amount of all prepayments pursuant to clause (i) above shall be made (A) ratably to each holder of a Note accepting an offer to prepay made under this paragraph 5K and (B) ratably to the agent on behalf of the banks under the Bank Agreement. The offer to prepay the Notes required by subsection 5K(i) shall be distributed to the Senior Note Holders and the banks a party to the Bank Agreement pro ...

Offer to Prepay. Notes in the Event of a Change in Control.

Offer to Prepay. (A) The Company shall offer to prepay each Note in an amount equal to (I) the Note Prepayment Amount (as defined below) of (x) the Net Proceeds of each Capital Market Transaction of the Company or any Subsidiary (other than securities issued to the Company or another Subsidiary) permitted hereunder, (y) the Net Proceeds of any Asset Dispositions described in clause (vii) of the definition of "Permitted Asset Dispositions" and (z) the Net Proceeds of any Asset Dispositions described in clause (viii) of the definition of "Permitted Asset Dispositions", and (II) 100% of the proceeds of any other Sharing Payment (as defined in the Senior Debt Intercreditor Agreement) received by the any holder of a Note from time to time. (B) The offer to prepay the Notes contemplated by the foregoing clause, shall be made in writing to each holder of a Note at least ten Business Days before the proposed date of prepayment specifying such proposed date and the amount available for prepayment. A holder of a Note may accept such offer to prepay by causing a notice of such acceptance to be delivered to the Company within seven Business Days after receipt of the notice required pursuant to this clause (B). A failure by a holder of Notes to respond to an offer to prepay made pursuant to this clause (B) within such seven Business Day period shall be deemed to constitute an acceptance of such offer by such holder. The amount of all prepayments pursuant to clause (A) above shall be made (x) ratably to each holder of a Note accepting an offer to prepay and (y) ratably to the agent under the Credit Agreement for the ratable benefit of the lenders thereunder. For purposes of this clause (B), each Note's pro rata share shall be a fraction, the numerator of which is the sum of the unpaid principal balance of such Note on the date of such prepayment plus the Yield-Maintenance Amount, if any, with respect to such Note on such date and any other amounts then due and owing to the holder of such Note (such amounts, collectively, the "Note Prepayment Amount"), and the denominator of which is the sum of the Note Prepayment Amount for such Note plus the Note Prepayment Amount for each other Note to be prepaid on the date of prepayment plus all obligations due under the Credit Agreement on the date of such prepayment, which for purposes hereof shall be deemed to be the Clawback Amount (as defined in the Senior Debt Intercreditor Agreement) if no Event of Default has occurred and is continuing.

Offer to Prepay. The offer to prepay this Convertible Note contemplated by Section 12(a) shall be an offer to prepay, in accordance with and subject to this Section 12, all, but not less than all, this Convertible Note on a date specified in such offer (the “Proposed Prepayment Date”), which date shall be not less than 10 Business Days and not more than 20 Business Days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the first Business Day after the 25th Business Day after the date of such offer).

Offer to Prepay the Borrower shall fail to make an Offer to Prepay required pursuant to Section 2.06(b)(ii).

Offer to Prepay. Notes in the Event of Asset Dispositions and Debt Issuance.

Offer to Prepay. The offer to prepay Notes contemplated by paragraph 4E(1) shall be an offer to prepay, in accordance with and subject to this paragraph 4E, all, but not less than all, the Notes held by the holders thereof on the earliest of (i) the date of any mandatory prepayment under the Credit Agreement as a result of the Asset Disposition giving rise to such offer to prepay, (ii) the date of any mandatory prepayment under the Existing Note Agreement as a result of the Asset Disposition giving rise to such offer to prepay, and (iii) the date any Net Cash Proceeds in respect of such Asset Disposition are received by or on behalf of the Company or any Subsidiary, but in no event sooner than 15 Business Days after the date the notice with respect thereto pursuant to paragraph 4E(1) has been given to the holders of the Notes, in an aggregate amount equal to the Noteholder Portion of the amount by which such Net Cash Proceeds exceed $4,000,000 in the aggregate during such Fiscal Year.

Offer to Prepay. The offer to prepay Notes contemplated by SECTION 8.7(A) upon the occurrence of a Debt Prepayment Application shall be an offer to prepay, in accordance with and subject to this SECTION 8.7, the Notes held by the holders thereof (in this case only, "holder" in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the "Offer Prepayment Date") which date shall be not less than 30 days and not more than 60 days after the date of such offer, in an aggregate amount equal to the product of (1) the aggregate amount of such Debt Prepayment Application multiplied by (2) the ratio of the aggregate outstanding principal amount of the Notes to the aggregate outstanding principal amount of Senior Funded Debt of the Issuer and its Subsidiaries (other than Senior Funded Debt owing to the Parent Company, any of its Subsidiaries or any Affiliates).