Payments to Holder Clause Samples

Payments to Holder. The Company shall make payments hereunder to the Holder, at the address provided to the Company by the Holder in writing, in lawful money of the United States of America.
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Payments to Holder. (a) The Company and Holder each hereby agree that (i) the amount of the Conversion Obligation that Holder is entitled to receive under Section 4.5(a)(1) of the Indenture in respect of the conversion of the Holder Notes is an amount in cash for each $1,000 principal amount of the Holder Notes equal to (A) the Common Stock Merger Consideration (as defined in the Merger Agreement) multiplied by (B) the Conversion Rate (as defined in the Indenture) (which product as of the date hereof and based on the Common Stock Merger Consideration being $14.86 in cash per share of Common Stock and the Conversion Rate being 64.6517 shares of Common Stock for each $1,000 principal amount of the Notes, results in an amount of $960.72426 in cash for each $1,000 principal amount of the Holder Notes) (the “Conversion Obligation”), and (ii) the Holder is entitled to receive in cash the Make-Whole Premium as calculated under Section 5.2 of the Indenture in respect of the conversion of the Holder Notes (which as of the date hereof and based on the Common Stock Merger Consideration being $14.86 in cash per share of Common Stock, results in an amount of $144.10782 in cash for each $1,000 principal amount of the Holder Notes). Each of the Conversion Obligation and the Make-Whole Premium are subject to proportional increase or decrease, as the case may be, in the event of any increase or decrease of the Common Stock Merger Consideration. (b) Notwithstanding Section 5.1(b) of the Indenture, Holder will be entitled to receive any accrued but unpaid interest upon conversion of the Holder Notes except as otherwise set forth in Section 5.1(c) of the Indenture. (c) In consideration of Holder performing and complying with each of its agreements and obligations set forth in this Agreement, the Company agrees that in addition to the Conversion Obligation and the Make-Whole Premium, that the Company will also pay to Holder, at the same time and place that the Conversion Obligation and Make-Whole Premium are paid, cash in an amount equal to $86.9565 for each $1,000 principal amount of the Holder Notes (the “Consent Premium”). Holder acknowledges and agrees that it will not be entitled to receive any payments in respect of the Holder Notes in connection with the Proposed Transaction (including without limitation the Conversion Obligation, the Make-Whole Premium and the Consent Premium) unless and until the Supplemental Indenture is in full force and effect in its entirety and the Effective Time oc...
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Payments to Holder. Tenant shall be entitled to rely upon any notice requesting that Tenant make all future rent payments to a Holder and Tenant shall not be liable to Landlord for any payment made to a Holder in accordance with such notice.
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Payments to Holder. (1) In the event that (i) an “Event of Default” as defined in the Senior Credit Facilities has occurred and is continuing or such an “Event of Default” would result as a result of such payment, prepayment or distribution or (ii) any default in the payment of principal of, premium, if any, or interest on or any other payment due has occurred and is continuing on or with respect to the Senior Indebtedness, then, unless and until such “Event of Default” or other default shall have been cured or waived, no payment, prepayment or distribution shall be made by or on behalf of any Obligor, and Holder shall not accept any payments made by or on behalf of any Obligor, with respect to the principal of, premium, if any, interest or any other payment due on or with respect to the Notes or any payment of claims for rescission relating to the transaction out of which the Notes arise. (2) In the event and during the continuation of any Event of Default (other than an Event of Default arising from the failure of the Company to pay amounts due under the Senior Credit Facility) with respect to Senior Indebtedness permitting the Senior Lenders thereunder to accelerate the maturity thereof, then, unless and until such default shall have been cured or waived, no payment, prepayment or distribution shall be made by or on behalf of any Obligor, and Holder shall not accept any payments made by or on behalf of any Obligor, with respect to the principal of, premium, if any, interest or any other payment due on or with respect to the Notes or any payment of claims for rescission relating to the transaction out of which this Note arises, if written notice of such Event of Default shall have been given to the Company by the Bank Agent in accordance with Section 17 hereof, during the period commencing on the date on which such notice is received by the Company and ending on the earlier to occur of (a) the 180th day thereafter or (b) the day on which such Event of Default is cured or waived; provided, however, that this sentence shall not prohibit any payment due on the Notes for more than 180 days in any 365 day period; and provided, further, that no default that once formed the basis for any such notice by the Bank Agent during any two-year period shall form the basis of any subsequent notice during the same two-year period under this paragraph. (3) Upon any payment or distribution, whether in cash, property or securities, to creditors as part of any Proceeding, all amounts due or to ...
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Related to Payments to Holder

  • Payments to Holders Except as otherwise provided in a supplemental indenture, no payment shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: (a) a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist; or (b) an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. Nothing in this Section 12.2 or elsewhere in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5.

  • Payments to Owner Section 4.01 Remittances...................................................29 Section 4.02 Statements to Owner...........................................29 Section 4.03 Monthly Advances by Servicer..................................30 Section 4.04 Due Dates Other Than the First of the Month...................30 ARTICLE V

  • Payments to Company Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

  • PAYMENTS TO PURCHASER 52 ARTICLE VI....................................................................54

  • Payments to Noteholders 8.1 Payments in respect of Current Issuer Notes: Each Paying Agent acting through its Specified Office shall make payments of interest and principal in respect of the Current Issuer Notes in accordance with the Current Issuer Conditions and so long as the Current Issuer Notes are evidenced by Global Note Certificates, the terms thereof, provided however, that: (a) no Paying Agent will make any payment of interest or principal in respect of any class of the Current Issuer Notes in an amount which is greater than the amount of interest or principal payable in accordance with the Current Issuer Conditions in respect of such class of Current Issuer Notes and notified to the Paying Agents in accordance with Clause 7.4 (Confirmation of Amounts Payable in respect of the Current Issuer Notes); (b) whilst the Current Issuer Notes of any class continue to be represented by Global Note Certificates, all payments of principal or interest (as the case may be) due in respect of such Current Issuer Notes will be payable to, or to the order of, DTC or its nominee or Euroclear, Clearstream Luxembourg or their nominee; (c) if any Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Current Issuer in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Current Issuer and has received the amount to be so paid; (d) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each such Note Certificate so cancelled by it to the Registrar; (e) all payments in respect of the Current Issuer Notes will be distributed without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever nature except as and then only to the extent required by applicable law, in which case each Paying Agent shall be entitled to make such deduction or withholding from any payment which it makes hereunder. If any such deduction or withholding is required to be made, then neither the Current Issuer nor any other person will be obliged to pay any additional amounts in respect thereof; and (f) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest if it has not received the full amount of any payment due to it under Clause 7 (Payments to the Paying Agents).