Unwinding. Any appropriation or distribution which later transpires to have been or is agreed by the Security Agent to have been invalid or which has to be refunded shall be refunded and shall be deemed never to have been made.
Unwinding. Upon termination of this Agreement, if the Parties’ mutual client desires to continue to use the Interface in connection with Partner Services, then the Parties shall continue to exchange data through the Interface to the extent necessary for the Parties to fulfill any obligations to clients for 90 days following such termination, unless the Agreement is terminated pursuant to Section 5(g) or 9(c).
Unwinding. The Parties shall use reasonable efforts to complete the Unwinding as soon as reasonably possible after the date on which StadCo issues the Notice of Intent to Abandon and in any event within ninety (90) days following such date. In order to complete the Unwinding, the Parties shall proceed as follows:
Unwinding. Notwithstanding anything to the contrary in this Agreement, if the initial public offering of shares of Class A common stock by Moelis & Company, a Delaware corporation, is not consummated within five (5) Business Days of the Closing Date, then this Agreement and all other agreements and instruments entered into for the purpose of effectuating the Contribution shall be null and void and all transactions contemplated thereby shall be cancelled with no consideration paid.
Unwinding. In the event of any of the following that (i) Buyer does not make the payments as required pursuant to the Note within 180 days following the Closing Date; (ii) Buyer breaches the covenant set forth in this Agreement or (iii) on the twelve (12) month anniversary of the Closing Date, the market value of the Stock Consideration (as determined by the Market Price) is not equal to US$750,000 or higher and Buyer does not issue to Seller additional shares of Buyer Stock to obtain such valuation, and in each or any such case such failure remains uncured for ten (10) or more Business Days after Seller give written notice of such default to Buyer (each, a “Post-Closing Default”), then the Parties shall effectuate unwinding of the Transactions and undertake the actions as set forth in Section 7.02.
Unwinding. In the event that, following any Restructuring, any regulatory or accrediting authority having jurisdiction over EVCI, the Borrower, TSI or PSB shall assert that the Restructuring constitutes a change of control such as would materially impair or restrict the ability of TSI and/or PSB to conduct the Business Operations as currently conducted, then, upon request of the Lender, the Borrower shall, and shall cause EVCI, TSI and PSB to, unwind the Restructuring, including but not limited to (a) transferring all outstanding capital stock and other equity securities of TSI and PSB to EVCI, (b) assigning the Obligations to EVCI, with the assumption thereof by EVCI and the Guaranty thereof by TCI and PSB, and (c) such other actions as may be appropriate to accomplish the rescission of the Restructuring and restore, as closely as possible, all applicable Persons to their respective pre-Restructuring positions (subject to the express requirements of this Section 7.03
Unwinding. In the event of the occurrence of the events described in paragraph (vi) above, (1) the Owner agrees to pay each Purchaser promptly (but in any event within three Business Days of the relevant Cutoff Date) (A) in the case of the Junior Purchasers only, an amount of liquidated damages equal to any Swap Breakage Loss plus any loss incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding sources and (B) without duplication of the amounts covered by the preceding clause (A), all reasonable out-of-pocket costs and expenses of such Purchaser (including, without limitation, reasonable legal costs and expenses) incurred by such Purchaser described in the definition of Transaction Expenses in Section 13 hereof; and (2) each Junior Purchaser agrees, so long as no Event of Default shall have occurred and be continuing, to pay to the Lessee promptly (but in any event within three Business Days of the relevant Cutoff Date) any Swap Breakage Gain in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding sources. For the avoidance of doubt, no other amounts shall be payable to the Senior Purchasers as a result of the occurrence of the events described in paragraph (vi) above.
Unwinding. 3.3 If each Condition is not satisfied or waived by the Long Stop Date but by that date a party has subscribed for Shares or otherwise contributed monies to the Company, each party will exercise all its rights as a Shareholder or a Director to ensure the return of such subscription monies as soon as reasonably practicable and, so far as is reasonably practicable in the most tax and cost-effective manner. Right to proceed
Unwinding. In the event that the Closing has occurred but the Merger has not been completed by December 31, 2009 (the “End Date”), the Issuer shall, at the option of the Purchaser, repurchase the Notes issued to and held by the Purchaser and in lieu of the payment of the purchase price therefor, shall (i) transfer to the Purchaser all of the KTF Shares that the Issuer has received from the Purchaser as the consideration for the issuance of the Notes, (ii) pay to the Purchaser an amount of cash in U.S.$ equal to the Purchase Price Difference, (iii) reimburse to the Purchaser the securities transaction tax and brokerage fee incurred by the Purchaser in connection with the issuance of the Notes and any other reasonable costs (if any) which have been paid by the Purchaser to third party service providers in direct connection with unwinding of the issuance of the Notes and which are the type of costs typically incurred in this type of unwinding transaction contemplated hereunder (but excluding legal fees, translation fees and advisory or consulting fees) and (iv) in the event that the amount of dividends which the Purchaser would have been entitled to receive for such KTF Shares for the period from the issuance date of the Notes to the End Date (such period, the “Dividend Period”) but for the issuance of Notes to the Purchaser (the “Dividend”) exceeds the aggregate interest amount accrued (paid and unpaid) (the “Accrued Interest”) under the Notes during the Dividend Period, pay to the Purchaser the amount of such excess, provided, however, that the Purchaser shall pay to the Issuer (y) the Accrued Interest if the Issuer did not pay any dividend for the KTF Shares during the Dividend Period or (z) the amount (if any) by which the Accrued Interest exceeds the Dividend, as the case may be.
Unwinding. If the Merger of Shares is approved at the BI Shareholders Meeting and to the extent any steps of the 4131 Conversion (other than pursuant to Section 2 of Article III) or the SoftBank Roll-Up have been implemented, then the Parties will use their best efforts to unwind such steps of the 4131 Conversion or the SoftBank Roll-Up which have already occurred in the most tax-efficient manner for all Parties, upon the earlier of (i) the date BI determines not to proceed with the Reorganization, or (ii) August 31, 2022 (which date may be extended by written agreement of all the Parties) (the “Unwinding”).
