Offer to Prepay Upon Change of Control. Promptly and in any event within five Business Days after the occurrence of a Change of Control, the Company will give written notice thereof (a “Change of Control Notice”) to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 9.3, (b) describe the Change of Control in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (each as defined below) in respect thereof and (c) offer to prepay all outstanding Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. Each holder of a Note will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the “Response Date”), which specified date shall be a Business Day not less than 30 days nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Date all of the outstanding Notes held by the holders as to which such offer has been so accepted (it being understood that failure of any holder to accept such offer on or before the Response Date shall be deemed to constitute rejection by such holder), at 100% of the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date. Such prepayment shall be without payment of any Make-Whole Amount, but shall include, in the case of any Swapped Note, the Swap Indemnity Amount, calculated and payable as provided in Section 9.7(b). If any holder shall reject or be deemed to have rejected such offer on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 9.3 to require prepayment of all Notes held by such holder in respect of such Change of Control but not in respect of any subsequent Change of Control. For purposes of this Section 9.3, any holder of more than one Note may act separately with respect to each Note so held as of the date of such Change of Control Notice (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and reject such offer with respect to one or more other Notes so held). A “Change of Control” shall be deemed to...
Offer to Prepay Upon Change of Control. (a) If a Change of Control occurs, the Borrower shall make a Mandatory Repayment Offer on the terms set forth herein and in Section 2.11 (Mandatory Repayment Offers). In such Mandatory Repayment Offer, the Borrower shall offer to prepay each Lender's Second Priority Term Loans in an amount equal to (i) with respect to any such Mandatory Prepayment Offer made on or before April 1, 2009, 101% of the aggregate principal amount of Second Priority Term Loans then outstanding, (ii) with respect to any such Mandatory Prepayment Offer made after April 1, 2009, 100% of the aggregate principal amount of Second Priority Term Loans then outstanding, plus, in each case, accrued and unpaid interest thereon, to but excluding the date of repayment, plus, in each case, any other amount then required to be paid hereunder.
Offer to Prepay Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a "Change of Control Offer") to each Lender to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of each Lender's Term Loans at 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Term Loans prepaid, to the date of prepayment (the "Change of Control Payment"). Within 30 days following any Change of Control, the Borrower will mail a notice to the Administrative Agent (for delivery to each Lender) describing the transaction or transactions that constitute the Change of Control and stating:
Offer to Prepay Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Borrower will make an offer (a “Change of Control Offer”) to each Lender to prepay all or any part (equal to $1,000,000 or an integral multiple of $250,000) of each Lender’s Term Loans at a price in cash equal to 101% of the aggregate principal amount of Term Loans prepaid plus accrued and unpaid interest on the Term Loans prepaid to the date of prepayment, subject to the rights of Lenders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, the Borrower will mail a notice to each Lender describing the transaction or transactions that constitute the Change of Control and stating:
Offer to Prepay Upon Change of Control. The provisions of Section 8.3 of the Note Purchase shall apply to the Series 2008-A Notes.
Offer to Prepay Upon Change of Control. If a Change of Control occurs, make a Mandatory Repayment Offer on the terms set forth herein and in Section 2.1.10(d). In such Mandatory Repayment Offer, Borrower shall offer to (a) prepay each Lender's Term Loans and Funded LC Disbursements in an amount equal to at least 101% of the aggregate principal amount of Term Loans and Funded LC Disbursements then outstanding, plus (b) pay at least 1% of the Funded LC Credit-Linked Deposits, plus (c) in each case, accrued and unpaid interest thereon, to but excluding the date of repayment, plus (d) in each case, any other amount then required to be paid hereunder. Notwithstanding anything in this Agreement to the contrary, Borrower shall not be required to make a Mandatory Repayment Offer upon a Change of Control if a third party makes the Mandatory Repayment Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Mandatory Repayment Offer required upon a Change of Control and repays all Term Loans and Funded LC Disbursements (and the other amounts required to be paid pursuant to clause (a) above) required to be repaid pursuant thereto (including the reimbursement of all Funded LC Credit-Linked Deposits).
Offer to Prepay Upon Change of Control. If a Change of Control occurs, the Lender will have the right to require the Borrower to prepay all or any part of the Lender’s Loans and other Obligations owed to the Lender pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Borrower shall offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of the Loans prepaid plus accrued and unpaid interest thereon to the date of purchase plus any other Obligations and to the Lender (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Borrower has exercised its right to prepay the Loans pursuant to Section 2.4, the Borrower shall mail a notice to the Lender describing the transaction or transactions that constitute the Change of Control and offering to prepay the Loans on the prepayment date specified in such notice (which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as required by law (the “Change of Control Payment Date”)), pursuant to the procedures required by this Agreement and described in such notice. On the Change of Control Payment Date, the Borrower shall, to the extent lawful:
Offer to Prepay Upon Change of Control. (a) If a Change of Control occurs, unless the Borrowers have previously or concurrently delivered a prepayment notice with respect to all outstanding Loans as described under Section 2.05(a), the Borrowers shall make an offer to prepay all of the Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. Within thirty days following any Change of Control, the Borrowers shall deliver a notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information:
Offer to Prepay Upon Change of Control. If a Change of Control occurs, make a Mandatory Repayment Offer on the terms set forth herein and in Section 2.1.10(d). In such Mandatory Repayment Offer, Borrower shall offer to prepay each Lender's Term Loans in an amount equal to at least 101% of the aggregate principal amount of Term Loans then outstanding, plus, in each case, accrued and unpaid interest thereon, to but excluding the date of repayment, plus, in each case, any other amount then required to be paid hereunder. Notwithstanding anything in this Agreement to the contrary, Borrower shall not be required to make a Mandatory Repayment Offer upon a Change of Control if a third party makes the Mandatory Repayment Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Mandatory Repayment Offer required upon a Change of Control and repays all Term Loans (and the other amounts required to be paid pursuant to clause (a) above) required to be repaid pursuant thereto.
Offer to Prepay Upon Change of Control
