Common use of Forgiveness of Indebtedness Clause in Contracts

Forgiveness of Indebtedness. In the event of (a) the sale of all or substantially all of the assets of the Company to another person or entity, (b) a merger, acquisition or other transaction in which the Company is the surviving corporation that results in any person or entity (other than persons or entities who are holders of five percent (5%) more of the stock of the Company at the time the transaction is approved by the shareholders of the company and other than any Affiliate of the Company (as defined below)) acquiring beneficial ownership of fifty-one percent (51%) or more of the combined voting power of all classes of stock of the Company, excluding any change in voting control arising as a result of the conversion of the Class B common stock, par value $.01 per share, of the Company to Class A common stock, par value $.01 per share, of the Company or any distribution by RF Investors, L.L.C. to any of its direct or indirect owners or their respective Affiliates or (c) a merger, consolidation or reorganization of the Company with one or more other persons or entities where the Company is not the surviving entity and such transaction results in a change of beneficial ownership of the combined voting power of all classes of stock of the Company as described in the preceding clause (b), then all amounts outstanding under this Agreement and the Note shall be forgiven to the extent that the forgiveness of such amounts does not (together with all other items of compensation considered in the applicable tax calculation) result in an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (i.e., a "golden parachute" excise tax). For purposes of the foregoing, the term "