Prepayment Upon Change of Control. Upon the occurrence of a Change of Control, Company will give written notice (a “Control Change Notice”) of such fact to Administrative Agent and all Lenders no more than five days after the Change of Control. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) make reference to this subsection 2.4B(iii) and state that, unless such Lender makes a declaration of its intent to have its Loans prepaid as provided below, the principal amount of such Loans shall not be prepaid, (iii) specify the date of prepayment, which will be no earlier than 5 days nor later than 15 days from the date such notice is mailed (the “Control Change Payment Date”), and (iv) specify the date (the “Response Date”) by which such Lender must respond to such Control Change Notice pursuant to this subsection 2.4B(iii) in order to have its Loans prepaid (which shall not be earlier than 5 Business Days after delivery of the Control Change Notice), together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date. All Loans of such Lender shall be prepaid, together with accrued interest thereon and the Change of Control Premium, on the Control Change Payment Date if such Lender delivers to Company a written notice (the “Declaration Notice”) to prepay such Lender’s Loans (which notice may provide, at such Lender’s option, for a partial prepayment of such Lender’s Loans). Company shall prepay, and shall cause its Subsidiaries to distribute to Company sufficient funds to prepay, in full on the Control Change Payment Date all Loans for which a Declaration Notice has been issued, together with accrued interest and the Change of Control Premium thereon. Such Declaration Notice shall only be effective if provided to Company on or prior to the Response Date. In the event that a Control Change Notice is given and any Lender fails to provide a Declaration Notice within the time period set forth above, the Loans of such Lender shall not be prepaid. All prepayments on the Loans pursuant to this subsection 2.4B(iii) shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Loans, and accrued interest thereon to the date of such prepayment, together with the Change of Control Premium.
Prepayment Upon Change of Control. Upon the consummation of a transaction constituting or causing a Change of Control, the Company will promptly give written notice (the “Company Notice”) of such fact in the manner provided in Section 18 hereof to the holders of the Notes. The Company Notice shall (a) describe the facts and circumstances of such Change of Control in reasonable detail, (b) make reference to this Section 8.3 and the right of the holders of the Notes to require prepayment of the Notes on the terms and conditions provided for in this Section 8.3, (c) offer in writing to prepay all of the outstanding Notes, together with accrued interest to the date of prepayment, and (d) specify a date for such prepayment (the “Change of Control Prepayment Date”), which Change of Control Prepayment Date shall be not more than 40 days following the date of such Company Notice. Each holder of the then outstanding Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice to the Company (a “Noteholder Notice”) given not later than 20 days after receipt of the Company Notice. The Company shall, on the Change of Control Prepayment Date, prepay in full all of the Notes held by holders which have so accepted such offer of prepayment. The prepayment price of each Note payable upon the occurrence of any Change of Control shall be an amount equal to 100% of the outstanding principal amount of such Note so to be prepaid and accrued interest thereon to the date of such prepayment. For purposes of this Section 8.3:
Prepayment Upon Change of Control. Upon a Change of Control the Company shall, upon the written request of the Majority Holders, prepay on the effective date of the Change of Control 100.0% of the aggregate outstanding principal balance of the Notes or such other portion of the principal amount of the Notes requested by the Majority Holders to be prepaid at a price in cash equal to the principal amount to be prepaid plus all accrued but unpaid interest thereon through the date of payment. The Company shall notify each Investor as promptly as practicable prior to the occurrence of any event constituting a Change of Control but in any event not less than thirty (30) days prior to a Change of Control. Such notice shall specify the date of the proposed Change of Control and that such prepayment would be made pursuant to this Section 3.2(b). If an Investor requests prepayment it shall thereafter furnish to the Company written notice of such election pursuant to this Section 3.2(b). Notice of prepayment having been given as aforesaid, the prepayment price calculated as set forth above shall become due and payable on the effective date of the Change of Control.
Prepayment Upon Change of Control. Section 8.3 of the Existing Note Purchase Agreement is hereby amended by (i) in clause (d) thereof, deleting “, except as provided in paragraph (e) of this Section 8.3”, (ii) deleting clause (e) thereof in its entirety, and (iii) relettering clause (f) thereof as clause (e) and deleting “or proposed date” in such clause.
Prepayment Upon Change of Control. Within five Business Days after a Responsible Officer becomes aware of the consummation of a Change of Control, the Company shall give written notice of such fact to each holder of Notes, which notice shall (i) describe the facts and circumstances of the Change of Control in reasonable detail, (ii) refer to this Section 8.4, (iii) contain an offer by the Company to prepay the Notes (in whole or in part) at 100% of the principal amount then outstanding together with accrued and unpaid interest thereon, if any, up to but excluding the prepayment date, plus any accrued Additional Payments, but without payment of any Make-Whole Amount or any other premium, (iv) specify a prepayment date which date shall be a Business Day not more than 90 days and not less than 45 days after such notice is given and (v) request such holder of Notes to notify the Company in writing by a stated date, which date shall not be less than 30 days after such holder’s receipt of the notice, of its acceptance or rejection of such prepayment offer. Failure by any holder of Notes to notify the Company of its acceptance or rejection of such prepayment offer shall be deemed to constitute rejection by such holder of such prepayment offer.
Prepayment Upon Change of Control. The Term Loans shall be repaid in full upon the occurrence of a Change of Control.
Prepayment Upon Change of Control. (a) In the event that there shall occur a Change of Control of the Borrower, the Borrower shall offer to prepay (a "Change of Control Offer"), at the option of the Majority Holders, all of the Notes on the date specified in such notice that is no earlier than fifteen (15) days and no later than thirty (30) days after the date the notice pursuant to this section is mailed to the Agent and the Lenders (such specified date is hereinafter referred to as the "Change of Control Payment Date"), in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the Change of Control Payment Date and any prepayment premium or fee payable pursuant to Section 3.3. Such notice shall be provided to the Agent and the Lenders no later than fifteen (15) days after the occurrence of a
Prepayment Upon Change of Control. If a Change of Control Date (as hereinafter defined) occurs, Borrower will, within 10 days after such Change of Control Date, give Lender written notice thereof and shall describe in reasonable detail the facts and circumstances giving rise thereto. Upon the occurrence of a Change of Control Date, Borrower will prepay, if so requested by Lender, all of the Loans in their entirety at the Prepayment Price. Said request (the “Prepayment Notice”) shall be made by Lender in writing not later than the later of (a) sixty (60) days after the Change of Control Date, and (b) fifty (50) days after receipt of notice of the Change of Control Date and said request shall specify the date (also referred to as the “Prepayment Date”) upon which Borrower shall prepay the Loans, which date shall be not less than thirty (30) days nor more than sixty (60) days from the date of the Prepayment Notice.
Prepayment Upon Change of Control. (i) Notwithstanding anything in Section 3.2(a) or 3.2(b) to the contrary, upon any Change of Control which is not a Permitted Change of Control, if required by the Agent in its sole discretion, Borrower shall make a prepayment of the Term Loan as specified below in this Section 3.2(c).
Prepayment Upon Change of Control. (a) In the event the Company has knowledge of a Change of Control Date or an impending Change of Control Date, the Company will give immediate written notice (a "Company Notice") of such fact to all holders of the Notes. The Company Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) state that the Company will prepay all of the outstanding Notes, together with accrued interest to the date of prepayment and a premium equal to the Make-Whole Premium, if any, on the date specified in such Company Notice, (iii) refer to this 2.3 and the rights of each holder of the Notes to elect to forgo prepayment of all of the Notes held by it, and (iv) set forth the date, which shall be not less than 30 days following the date of giving of the Company Notice nor after the later of (x) the Change of Control Date and (y) 60 days following the date of giving of the Company Notice, on which the Company will make such prepayment. Each holder of the Notes shall have the right to elect not to have all of the Notes held by such holder prepaid, by written notice to the Company given within 21 days following receipt of the Company Notice. The Company shall on the prepayment date set forth in the Company Notice prepay the entire principal amount of the Notes as to which the holders thereof have not elected to forgo prepayment.
