Change of Control Premium Sample Clauses

Change of Control Premium. 12 Claim ................................................................. 12 Closing ............................................................... 12
Sample 1See All (8)
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Change of Control Premium. The Change of Control Premium, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares. The obligation of Borrower to pay the Change of Control Premium shall survive termination of this Agreement and payment in full of Obligations; provided that such obligation shall expire on that date which is the earlier of (i) seven (7) years following the Effective Date, or (ii) Borrower’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended;
Sample 1Sample 2
Change of Control Premium. In the event that all, or any portion, of the Loans is repaid (whether voluntarily, mandatorily, as a result of acceleration, or otherwise) (i) upon the occurrence of a Change of Control during the first year after the Incremental Funding Date, Borrower shall pay a fee to Lenders, ratably in accordance with their respective commitment percentages set forth on Schedule 1.1 hereto, equal to the present value (discounted at a rate equal to the rate on five-year U.S. treasury billed at the time of such Change of Control as reasonably selected by Lenders plus 50 basis points) of the unpaid interest that would have accrued through the first anniversary of the Incremental Funding Date as though the full amount of the Loans had been funded on the Incremental Funding Date and had remained outstanding during such one-year period or (ii) upon the occurrence of a Change of Control at any time after the first anniversary of the Incremental Funding Date, such repayment (whether voluntary, mandatory, as a result of acceleration, or otherwise) shall be subject to the applicable Prepayment Premium set forth in 1.1(b)(i) above.
Sample 1Sample 2
Change of Control Premium. If a Change of Control occurs during the twelve (12) month period after the Closing Date, each of the Purchaser and Holdings, as the case may be, will or will cause the Company or the surviving entity to pay the Change of Control Premium to the Seller within forty-five (45) days following the Change of Control Date. The "Change of Control Premium" shall be determined as follows: (i) if the Change of Control Purchase Price is less than or equal to an amount equal to the Final Cash Consideration plus *** annualized pre-tax return thereon through the Change of Control Date (the "Return Threshold Amount"), then the Change of Control Premium shall equal ***; (ii) if the Change of Control Purchase Price is greater than the Return Threshold Amount, but less than or equal to the sum of (A) the Return Threshold Amount and (B) the Closing Date Goodwill Amount (as defined below), then the Change of Control Premium shall equal the Change of Control Purchase Price less the Return Threshold Amount; and (iii) if the Change of Control Purchase Price is greater than the sum of the Return Threshold Amount and the Closing Date Goodwill Amount, the Change of Control Premium shall equal the sum of the Closing Date Goodwill Amount and *** of the excess of the Change of Control Purchase Price over the sum of (A) the Return Threshold Amount and (B) the Closing Date Goodwill Amount. The "Closing Date Goodwill Amount" shall mean the amount (if positive) equal to (i) the Net Worth as reflected on the Closing Date Balance Sheet, plus (ii) the Net Deferred Tax Liability as reflected on the Closing Date Balance Sheet, minus (iii) the Final Cash Consideration, minus (iv) ***.
Sample 1
Change of Control Premium. If a Change of Control occurs, the Required Lenders may, at their option and in their sole discretion, instruct the Administrative Agent by written notice to the Borrower to require the Borrower to repay all of the Obligations in cash in an amount equal to 100% of the aggregate unpaid principal amount of the Obligations then outstanding plus the Change of Control Premium (the “Change of Control Prepayment”). The Borrower must pay the Change of Control Prepayment within 10 Business Days of demand therefor by the Administrative Agent.
Sample 1
Change of Control Premium. In the event that all, or any portion, of the Loans is repaid (whether voluntarily, mandatorily, as a result of acceleration, or otherwise) (i) upon the occurrence of a Change of Control during the first year after the date hereof, Borrower shall pay a fee to Lenders, ratably in accordance with their respective commitment percentages set forth on Schedule 1.1 hereto, equal to the amount of interest that would have accrued through the first anniversary of the date hereof as though the full amount of the Loans had been funded on the Closing Date and had remained outstanding during such one-year period or (ii) upon the occurrence of a Change of Control at any time after the first anniversary of the Closing Date, such repayment (whether voluntary, mandatory, as a result of acceleration, or otherwise) shall be subject to the applicable Prepayment Premium set forth in 1.1(b)(i) above.
Sample 1
Change of Control Premium. If a Change of Control occurs, the Required Lenders may, at their option and in their sole discretion, instruct the Administrative Agent by written notice to the Borrower to require the Borrower to immediately repay all of the Obligations in cash in an amount equal to 100% of the aggregate unpaid principal amount of the Obligations to be repaid plus a prepayment premium equal to 1% of such aggregate unpaid principal amount plus accrued and unpaid interest to the date of repayment (“Change of Control Prepayment”). Borrower must pay the Change of Control Prepayment together with any applicable Prepayment Premium and any applicable Make Whole Premium, as the case may be.
Sample 1
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Related to Change of Control Premium

  • Change of Control Payments The Company Schedules set forth each plan or agreement pursuant to which any amounts may become payable (whether currently or in the future) to current or former officers or directors of the Company as a result of or in connection with the Merger.

  • Change of Control Payment “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Change of Control Benefit Upon a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

  • Change of Control Benefits If Executive's employment with the Company is terminated at any time within the three years following a Change of Control by the Company without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as set forth in this Exhibit. If Executive's employment by the Company is terminated prior to a Change of Control by the Company (i) at the request of a party (other than the Company) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of Control that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Exhibit, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Payment of benefits under this Exhibit shall be in addition to, and not in lieu of, any benefits payable under the ARAMARK Corporation Agreement Relating to Employment and Post-Employment Competition of which this Exhibit is a part, except as provided in Section 3(b) hereof. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 13, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

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