Lock-Up Fee definition
Examples of Lock-Up Fee in a sentence
Any Noteholder which was entitled to receive the Lock-Up Fee in accordance with the terms of the First Lock-Up Agreement shall receive such Lock-Up Fee on the Restructuring Effective Date (if it occurs), provided that such Noteholder continues to meet the requisite requirements under the First Lock-Up Agreement to do so, including voting in favour of the Scheme by the applicable deadlines.
The treatment of the original Lock-Up Fee under the First Lock-Up Agreement is set out above.
However, for the avoidance of doubt, even if a Noteholder does not accede to the Second Lock-Up Agreement, that Noteholder will still be eligible to receive the Lock-Up Fee in accordance with the terms of the First Lock-Up Agreement on the Restructuring Effective Date (if it occurs), provided that such Noteholder continues to meet the requisite requirements under the First Lock-Up Agreement to do so, including voting in favour of the Scheme by the applicable deadlines.
The Company’s obligation to pay the Lock-Up Fee, and Holder’s right to receive and retain the Lock-Up Fee in connection with this securities contract, shall not be conditioned upon the consummation of the Sale.
The Calculation Agent shall, no later than 5 Business Days prior to the anticipated Restructuring Effective Date, provide each Participant with details of its expected Lock-Up Fee and Lock-Up Early Bird Fee entitlement.
For the avoidance of doubt, such waiver of the Lock-Up Fee or the Lock-Up Early Bird Fee shall not result in any increase in the Lock-Up Fee or the Lock-Up Early Bird Fee of other Participants.
For the avoidance of doubt, (i) upon consummation of the Sale, the Purchase Price shall be paid in full and shall not be offset by the Lock-Up Fee; and (ii) the Company acknowledges and agrees that it is receiving reasonably equivalent value and fair consideration in exchange for the payment of the Lock-Up Fee.
The Lock-Up Fee shall be paid by wire transfer of immediately available funds to an account designated by Holder on the date this Agreement is executed, and shall be deemed fully earned upon receipt.
In undertaking such reconciliation, the Parties acknowledge that the Information Agent may request, and the relevant Consenting Noteholder shall deliver such evidence as may reasonably be required by the Information Agent evidencing (to the reasonable satisfaction of the Information Agent ) beneficial ownership of and/or ownership of the ultimate economic interest in the relevant Notes in relation to which a Consenting Noteholder claims the Lock-Up Fee is owed.
In the event such optional right of termination is exercised, the Lock-Up Fee shall be refunded to the Company within three (3) Business Days thereafter.