Payments Upon Change of Control. If a Change of Control (as defined in the Indenture) occurs at any time after the date hereof and prior to the Maturity Date (as defined in the Indenture), in consideration of, among other things, the Sellers’ existing rights to receive the Change of Control Redemption Price pursuant to Section 13.02 of the Indenture or the Change of Control Repurchase Price pursuant to Section 15.03(a) of the Indenture, as applicable (which would no longer apply to the Sellers in respect of the Purchased Notes), the Company shall make a cash payment, by wire transfer of immediately available funds, to the Sellers in an aggregate amount equal to either, (i) in the case that the Company elects to redeem all of the Notes outstanding at the time of the Change of Control pursuant to Section 13.02 of the Indenture, $11,250,000.00 (the “CIC Redemption True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Redemption Amount” column opposite such Seller’s name in Exhibit A hereto, or, (ii) in the case that Sellers of the Notes elect to repurchase all of the Notes outstanding at the time of the Change of Control pursuant to Section 15.03(a) of the Indenture, $4,500,000.00 (the “CIC Repurchase True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Repurchase Amount” column opposite such Seller’s name in Exhibit A hereto, to an account provided by such Seller in writing to the Company. The CIC Repurchase True-Up or CIC Redemption True-Up, as applicable, shall be paid to the Sellers on the date of effectiveness of such Change of Control. The Company shall provide notice of a potential Change of Control to the Sellers no less than ten (10) nor more than 30 calendar days prior to the expected effectiveness of such Change of Control.
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Payments Upon Change of Control. If a Change of Control (as defined in the Indenture) occurs at any time after the date hereof and prior to the Maturity Date (as defined in the Indenture), in consideration of, among other things, the Sellers’ existing rights to receive the Change of Control Redemption Price pursuant to Section 13.02 of the Indenture or the Change of Control Repurchase Price pursuant to Section 15.03(a) of the Indenture, as applicable (which would no longer apply to the Sellers in respect of the Purchased Notes), the Company shall make a cash payment, by wire transfer of immediately available funds, to the Sellers in an aggregate amount equal to either, (i) in the case that the Company elects to redeem all of the Notes outstanding at the time of the Change of Control pursuant to Section 13.02 of the Indenture, $11,250,000.00 10,719,885.75 (the “CIC Redemption True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Redemption Amount” column opposite such Seller’s name in Exhibit A hereto, or, (ii) in the case that Sellers of the Notes elect to repurchase all of the Notes outstanding at the time of the Change of Control pursuant to Section 15.03(a) of the Indenture, $4,500,000.00 4,287,954.30 (the “CIC Repurchase True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Repurchase Amount” column opposite such Seller’s name in Exhibit A hereto, to an account provided by such Seller in writing to the Company. The CIC Repurchase True-Up or CIC Redemption True-Up, as applicable, shall be paid to the Sellers on the date of effectiveness of such Change of Control. The Company shall provide notice of a potential Change of Control to the Sellers no less than ten (10) nor more than 30 calendar days prior to the expected effectiveness of such Change of Control.
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