Release Upon an Event of Default Sample Clauses

Release Upon an Event of Default. (i) If, on the maturity date of the Debentures, any Debentures shall remain unpaid, then upon receipt by the Custodian of a written notice from a Purchaser holding such Debentures certifying that such Debentures remain unpaid, the Custodian shall release to such Purchaser its Pro Rata Portion of the Secured Proceeds remaining in the Custodian Account relating to such Purchaser (but not more than the amount due under such Debentures then held by such Purchaser and amounts due under the Purchase Agreement to such Purchaser), and such Secured Proceeds shall be applied to reduce amounts due and owing to such Purchaser with respect to the Debentures and the Purchase Agreement as follows: first, to the payment of fees and expenses including liquidated damages; second, to interest payable in cash with respect to the Debentures; and third, to the outstanding principal under the Debentures. (ii) At any time after the occurrence of an Event of Default, any Purchaser may, at its option, deliver a certificate to the Custodian and the Company specifying the nature of the Event of Default. If, within ten days after its receipt of such certificate, the Custodian shall not have received written notice from the Company that it disputes the occurrence of such Event of Default, then the Custodian shall release to such Purchaser such Purchaser's Pro Rata Portion of the Secured Proceeds remaining in the Custodian Account. In the event that the Company does deliver a timely notice to the Custodian and the Purchaser that it disputes such determination, then such dispute shall be resolved between the Company and the Purchaser by arbitration conducted as follows: the arbitration shall be conducted in New York, New York, before an arbitration panel of three arbitrators, one of whom shall be selected by the Purchaser, one of whom shall be selected by the Company, with the remaining arbitrator to be agreed upon by the first two. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. Any arbitration decision or award shall be final and conclusive as to the parties to this Agreement and their successors and assigns; judgment upon such decision or award may be entered in any competent court. In the event that the arbitration shall be decided in favor of the applicable Purchaser, then upon delivery of a written copy of such decision by the Purchaser to the Custodian, the Custodian shall promptly relea...
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Release Upon an Event of Default. At any time after a Holder delivers the Agent a written notice that an Event of Default has occurred, any Holder may, at its option, deliver written instructions to the Agent (a “Default Notice”) to release to such Holder such Holder’s pro rata portion of the Pledged Shares (as determined by Section 3(vi) below).
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Release Upon an Event of Default. Upon and anytime after the occurrence of an Event of Default (following the expiration of applicable cure periods, as the case may be, as provided for in the Notes), and provided that the Investors have incurred damages as a result of the occurrence of such Event of Default, the Investor Representative shall have the right to provide written notice of such Event of Default (the “Default Notice”) to the Escrow Agent, with copies to the Principal Stockholder and the Company. The Default Notice shall contain a written description of: (i) the specific Event of Default(s) which occurred and (ii) a recitation of the damages incurred by the Investors as a result thereof. As soon as is practicable after receipt of the Default Notice, the Escrow Agent shall deliver to the Investor Representative the Escrow Materials held by the Escrow Agent hereunder. Upon receipt of the Escrow Materials, the Investor Representative shall have the right to distribute the Escrow Shares to the Investors then holding Notes based on their pro rata participation in the Financing Transaction, provided that any such distribution shall be undertaken in full compliance with all applicable federal, state or foreign laws, rules and regulations. The Investor Representative shall indemnify and hold harmless the Company, the Principal Stockholder and their respective affiliates from and against (and shall pay for, on demand, the cost of) all claims, damages, costs, fees and expenses incurred by them as a result of the failure by the Investor Representative to distribute the Escrow Shares in compliance with applicable federal, state or foreign laws, rules and regulations.
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Release Upon an Event of Default. At any time after a Holder delivers to the Agent a written notice that an Event of Default has occurred pursuant to Section 8 of the Debentures, any Holder may, at its option, deliver written instructions to the Agent (a “Default Notice”) to release to such Holder such number of Pledged Shares that may be released following an Event of Default as determined by the terms of Section 8(b) of the Debentures.
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Release Upon an Event of Default. At any time after the occurrence of an Event of Default, the Agent may, at its option, deliver a certificate to the Custodian and the Company specifying that an Event of Default has occurred (along with reasonable supporting documentation, including evidence of notice to the Company of such default). Upon receipt by the Custodian of any such certificate, the Custodian shall promptly release the Funds in accordance with the written instructions of the Agent.
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Release Upon an Event of Default. At any time after the occurrence of an Event of Default, any Purchaser may, at its option, deliver a certificate to the Custodian and the Company specifying the nature of the Event of Default. If, within ten days after its receipt of such certificate, the Custodian shall not have received written notice from the Company that it disputes the occurrence of such Event of Default, then the Custodian shall release to such Purchaser's Portion of the Secured Proceeds remaining in the Custodial Account, subject to Section 1(g). In the event that the Company does deliver a timely notice to the Custodian and each Purchaser that it disputes such determination, then such dispute shall be resolved between the Company and the Purchaser by arbitration conducted as follows: the arbitration shall be conducted in New York, New York, before an arbitration panel of three arbitrators, one of whom shall be selected by the Purchaser, one of whom shall be selected by the Company, with the remaining arbitrator to be agreed upon by the first two. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. Any arbitration decision or award shall be final and conclusive as to the parties to this Agreement and their successors and assigns; judgment upon such decision or award may be entered in any competent court. In the event that the arbitration shall be decided in favor of the applicable Purchaser, then upon delivery of a written copy of such decision by the Purchaser to the Custodian, the Custodian shall promptly release the Purchaser's remaining Secured Proceeds to the Purchaser, subject to Section 1(g).
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Related to Release Upon an Event of Default

  • Rights Upon Event of Default (a) If an Event of Default shall have occurred and be continuing, the Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Notes of the Controlling Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon and all other amounts due hereunder. Notwithstanding anything to the contrary in this paragraph, if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon and all other amounts payable hereunder, without any declaration or other act on the part of the Trustee or any Holder of the Notes. Payments on the Notes upon a declaration of acceleration of maturity pursuant to this Section shall be made in accordance with Section 2.07(c). (b) At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of Notes representing a majority of the Outstanding Amount of the Notes of the Controlling Class, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and other amounts due and owing to the Trustee pursuant to Section 6.07; and (ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereto.

  • Actions following an Event of Default On, or at any time after, the occurrence and during the continuation of an Event of Default: (a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall: (i) serve on the Borrowers a notice stating that all or part of the Commitments and of the other obligations of each Lender to the Borrowers under this Agreement are cancelled; and/or (ii) serve on the Borrowers a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or (iii) take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or (b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a)(i) or (a)(ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law.

  • Remedies Upon an Event of Default (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within one (1) Business Day of receipt of such claim, furnish a copy of such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the holders of the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of the holders of the Notes hereunder and thereunder. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), the Holder may at any time at its option declare the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, further, however, that (x) upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the then-current Conversion Price; or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the other Transaction Documents or applicable law and (y) upon the occurrence of an Event of Default described in clauses (k) or (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

  • Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."