Acceleration of Second Completion Clause Samples

Acceleration of Second Completion. (A) Subject to sub-clause 9.4(B), any Seller (an “Accelerating Seller”) shall be entitled, by notice in writing served on the Purchaser no later than 31 October 2016 (the “Acceleration Notice”), to require that Second Completion as regards its Second Completion Sale Shares only be accelerated to a date to be determined by the Purchaser (in its sole discretion), provided that such date shall be no earlier than the First Completion Date or later than 15 February 2017. Upon receipt of the Acceleration Notice, the Purchaser shall promptly provide to the Accelerating Seller written notice of the date on which it has determined that Second Completion shall take place and notify the other Sellers that the Accelerating Seller has elected to accelerate Second Completion in respect of its Second Completion Sale Shares. (B) No Seller shall be entitled to serve an Acceleration Notice in accordance with sub-clause 9.4(A) where any of the events set out in Schedule 6 have occurred since First Completion. (C) In the event that Second Completion is accelerated in respect of any Accelerating Seller in accordance with this clause 9.4: (1) the provisions of clause 9 (excluding this clause 9.4) shall apply mutatis mutandis save that: (a) the Second Completion date for the Second Completion Sale Shares held by the Accelerating Seller shall be the date determined by the Purchaser in accordance with clause 9.4(A); and (b) each Accelerating Seller (other than PTCF) shall represent and warrant to the Purchaser in the terms of clause 9.4(D); and (2) the Second Consideration due to each Accelerating Seller shall be the amount set out beside its name in column 3 of the table in Part B of Schedule 1; (3) the Second Consideration due to each Accelerating Seller shall be adjusted by reference to clause 4.3(B) save that: (a) references to the “Second Consideration” shall be to the Second Consideration as calculated in accordance with clause 9.4(C)(2); (b) references to the “2017 Revenue” shall be construed as references to the 2016 Revenue; (c) the Second Completion Ceiling Amount shall be €5,058,132; and (d) no Accelerating Seller shall be entitled to receive additional consideration that would increase its proportion of the Second Consideration in excess of the amount set beside its name in column 4 of the table at Part B of Schedule 1. (D) As at Second Completion, the Accelerating Seller (other than PTCF) warrants and represents to and for the benefit of the Purchaser that, to the bes...
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Related to Acceleration of Second Completion

  • Acceleration of Securities If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

  • Acceleration of Payment of Securities If payment of the Securities is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their Representatives) of the acceleration.

  • Acceleration Termination of Facilities Terminate the Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

  • Repayment of Securities Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest (if any) thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that, with respect to such Securities, on or before the Repayment Date it will deposit with a Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest (if any) on, all the Securities or portions thereof, as the case may be, to be repaid on such date.