Make Whole Provision Sample Clauses
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Make Whole Provision. (a) If in any calendar year the City issues debt obligations that would be qualified tax- exempt obligations but for the issuance or proposed issuance of PID Bonds, the Developer shall pay to the City a fee (the “PID Bond Fee”) to compensate the City for the interest savings the City would have achieved had the debt issued by the City been qualified tax-exempt obligations. Prior to issuance of any PID Bonds, the City’s financial advisor shall calculate the PID Bond Fee based on the issued and planned debt issuances for the City and shall notify the Developer of the total amount of the PID Bond Fee prior to the issuance of the PID Bonds. The Developer agrees to pay the PID Bond Fee to the City within ten (10) business days after receiving notice from the City of the amount of PID Bond Fee due to the City. If the City has not forgone the ability to issue a series of obligations as qualified tax exempt obligations, the PID Bond Fee shall be held in a segregated account of the City and if the total amount of debt obligations sold or entered into by the City in the calendar year in which the PID Bonds are issued are less than the bank qualification limits (currently $10 million per calendar year), then the PID Bond Fee shall be returned to the Developer. The City shall not be required to sell any series of PID Bonds until the Developer has paid the estimated PID Bond Fee.
(b) If the City is planning to issue debt obligations as qualified tax exempt obligations prior to the issuance of PID Bonds in any calendar year, the City may (but is not obligated to) notify the Developer that it is planning to issue qualified tax-exempt obligations that may limit the amount of debt that the City can issue in a calendar year. In connection with the delivery of such notice, the City’s financial advisor shall provide a calculation of the interest savings that the City would achieve by issuing the obligations the City plans to issue in the year as qualified tax-exempt obligations as opposed to non-qualified tax exempt obligations. If following the receipt of such notice the Developer asks the City to forego designating the obligations as qualified tax exempt obligations in order to preserve capacity for PID Bonds, the Developer shall pay to the City a fee to compensate the City for the interest savings the City would have achieved had the debt issued by the City been qualified tax-exempt obligations. The Developer agrees to pay the PID Bond Fee to the City within ten (10) busin...
Make Whole Provision. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding any contrary provisions contained in any of the Credit Documents, such amounts as shall be necessary to compensate each Lender for the loss, cost or expense which it actually reasonably incurs as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Loan on a date other than the last day of the applicable Interest Period of such LIBOR Loan, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Loan on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of a Loan which was to have borne interest at the Adjusted LIBOR Rate pursuant to the request of Borrower to be made under this Agreement (except as a result of a failure by Administrative Agent or any Lender to fulfill Administrative Agent’s or such Lender’s obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Loan (except as a result of a failure by Administrative Agent or any Lender to fulfill such Administrative Agent’s or Lender’s obligations to fund). Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus any amounts required to compensate for any loss, cost or expense reasonably incurred by reason of the liquidation or re-employment of deposits or other funds acquired by any Lender to fund or maintain a LIBOR Loan, including, without limitation, the costs associated with the cancellation of any interest rate hedge agreement.
Make Whole Provision. Borrower shall pay to Bank, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the reasonable judgment of Bank, compensate Bank for the loss, cost or expense which it may reasonably incur as a result of (i) any prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Advance on a date other than the last day of the applicable Interest Period, or (ii) except in circumstances as set forth in Section 6.3, below, the conversion, for any reason, whether voluntary or involuntary, of any LIBOR Advance to a Prime Rate Advance on a date other than the last day of the applicable Interest Period. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred, plus any amounts required to compensate Bank for any out-of-pocket loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Bank to fund or maintain a LIBOR Advance and in any event, but without duplication, a Yield Maintenance Fee, as defined below, in the event of the prepayment of all or any portion of a LIBOR Advance on a date other than the last day of the applicable Interest Period. Both the provisions of this Paragraph 5.7 and the provisions of Paragraph 10 relating to the payment of a Yield Maintenance Fee shall not apply either to monthly principal payments due pursuant to this Note which are not prepaid or principal payments made on the last day of an applicable Interest Period that constitute a prepayment of the Principal Sum.
Make Whole Provision. Upon the conversion or repurchase of any Security prior to its Maturity, the Company will pay to the Holders of the Securities so converted or repurchased cash with respect to the Security so converted or repurchased, in an amount equal to U.S.$379.121 per U.S.$1,000 principal amount of the Securities, less the amount of any interest paid on the Securities from the date of issuance until the relevant Conversion Date or Repurchase Date (the “Make-Whole Payment”). The Company shall pay the Make-Whole Payment within five (5) business days of the applicable Conversion Date or Repurchase Date is completed, in all cases pursuant to the terms of this Indenture.
Make Whole Provision. Borrower shall pay to Lender, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the reasonable judgment of Lender (in the absence of manifest error), compensate Lender for the loss, cost or expense which it may reasonably incur as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a Eurodollar Advance on a date other than the last day of the applicable Interest Period of a Eurodollar Advance, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any Eurodollar Advance to a Variable Rate Advance on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of a Loan Advance which was to have borne interest at the Eurodollar Rate pursuant to the request of Borrower to be made under the Loan Agreement (except as a result of a failure by Lender to fulfill Lender's obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a Eurodollar Advance. Such amounts payable by Borrower shall be equal to any administrative costs actually incurred plus, in any event, but without duplication, a Yield Maintenance Fee. The Yield Maintenance Fee shall be an amount equal to the product of: (a) the amount so prepaid, converted, not advanced or not borrowed, as the case may be, multiplied by (b) the difference between the Eurodollar Rate then in effect, or which would have been in effect (computed separately for each outstanding maturity or installment), and the Treasury Rate in effect on the date of the occurrence (computed separately for each outstanding maturity or installment), which product shall be multiplied by (c) a fraction, the numerator of which is the number of days from the date of occurrence to the last day of the applicable Interest Period (or, if applicable, each Interest Period) and the denominator of which is 360 days; however, if or to the extent that the applicable Eurodollar Rate for the applicable Interest Period (computed separately for each maturity or installment) is equal to or less than the Treasury Rate, no Yield Maintenance Fee shall be payable.
Make Whole Provision. Borrower shall pay to Agent or any Lender, immediately upon request, such amounts as shall, in the conclusive judgment of Agent or such Lender (in the absence of manifest error), compensate Agent or such Lender for the loss, cost or expense which it may reasonably incur as a result of: (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Rate Loan or a Base Rate Loan on a date other than the last day of the applicable LIBOR Period of a LIBOR Rate Loan or Interest Period of a Base Rate Loan, as the case may be; (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Rate Loan to a Base Rate Loan on a date other than the last day of the applicable LIBOR Period; or (iii) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Rate Loan or Base Rate Loan. Such amounts payable shall be equal to any administrative costs actually incurred plus any amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by Agent or such Lender to fund or maintain a LIBOR Rate Loan or a Base Rate Loan.
Make Whole Provision. (a) Subject to the terms of the Intercreditor Agreement, if a holder of Preferred Shares converts them to Common Stock at any time, or a holder of Warrants exercises them after the earlier of the prepayment in full or final maturity of the Notes, and, in either case, such holder sells the Conversion Shares or the Warrant Shares under a registration statement filed by the Company pursuant to this Agreement at an average price per share (the "Average Sale Price") less than the average of the closing price per share of the Company's Common Stock for five trading days prior to the date of conversion of such Preferred Shares or the exercise of such Warrants (the "Exercise Date Market Price"), the Company will pay to such holder in cash an amount determined by multiplying the number of shares of Common Stock so sold by the excess of the Exercise Date Market Price over the Average Sale Price. In lieu of making such payment in cash, the Company shall have the option of delivering to such holder a number of shares of Common Stock determined by dividing the amount of cash otherwise payable by the Average Sale Price.
(b) Subsection (a) will not apply to the Warrant Shares or Conversion Shares if, following the sale of all of the Warrant Shares and Conversion Shares at the actual sale prices therefor and the receipt of the proceeds thereof, the Purchaser shall have achieved an Investment Multiple of 4.5. "Investment Multiple" has the meaning given to that term in Section 11 of the Warrant Agreement, except that proceeds not actually received shall not be deemed to have been received.
Make Whole Provision. Borrower shall pay to Agent, immediately upon request and notwithstanding contrary provisions contained in any of the Loan Documents, such amounts as shall, in the conclusive judgment of Agent (in the absence of manifest error), compensate any of the Lenders for the loss, cost or expense which it may reasonably incur as a result of (i) any payment or prepayment, under any circumstances whatsoever, whether voluntary or involuntary, of all or any portion of a LIBOR Advance on a date other than the last day of the applicable Interest Period of a LIBOR Advance, (ii) the conversion, for any reason whatsoever, whether voluntary or involuntary, of any LIBOR Advance, to a Variable Rate Advance on a date other than the last day of the applicable Interest Period, (iii) the failure of all or a portion of a Loan which was to have borne interest at the Effective LIBOR pursuant to the request of Borrower to be made under the Loan Agreement (except as a result of a failure by any Lender to fulfill such Lender’s obligations to fund), or (iv) the failure of Borrower to borrow in accordance with any request submitted by it for a LIBOR Advance. Such amounts payable by Borrower shall be equal to any reasonable administrative costs actually incurred plus amounts required to compensate for any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Agent to fund or maintain a LIBOR Advance.
Make Whole Provision. If, at the end of the Eighteenth (18Months) after closing Closing (“Make-Whole Measurement Date”), the closing bid price of the AQUM Shares is less than $2.67 a share (the “Make-Whole Price”), AQUM shall provide additional consideration to Shareholders to bring Shareholders’ total consideration for the Issued Shares to an amount equal to the number of shares retained of the Issued Shares the Make-Whole Measurement Date multiplied by the difference in the Make-whole Price and the closing bid price of the AQUM stock. Such consideration shall be either, at AQUM’s sole election, in the form of additional AQUM Common Stock or in cash. The Make-Whole Measurement Date may be extended to Twenty Four (24) Months by either the AQUM Board of Directors or the Shareholders of TAM, GWI or B&R for their respective calculations. If the election to extend the Make-Whole Measurement Date is made by any party the Make-Whole Payment will be made in cash. If prior to the Make-Whole Measurement Date or the extended date, if elected, the AQUM shares trade for a five consecutive day period at or above $5.25 (the “Trigger Price”), the Make Whole Provision will have been deemed to have been met and no additional consideration will be due under the Make-Whole Provision. The Make-whole provision is subject to a Claw-Back calculation included in Exhibit D.
Make Whole Provision. In the event and to the extent that, on January 2, 2021, the Trading Price of the Parent's common stock is less than $0.13, then the Parent shall issue, as an integrated part of the overall Purchase Price, additional shares of its common stock to Seller (the ''Make Whole Shares")in the amount such that the aggregate value, calculated at the Trading Price, of the sum of (x) 35,000,000, which is the number of common shares underlying the Payment Shares issued at Closing, and (y) the number of Make Whole Shares, is equal to $4,500,000. ''Trading Price'" means the average daily closing bid price for the Company's common stock on the market or exchange where it is quoted or listed over the preceding twenty (2) trading days. For purposes of example only, in the event t11at the Trading Price on January 2, 2021 is $0.10, then the Seller would receive Make Whole Shares in the amount of 10,000,000.