Offset Repayment

Offset Repayment. In the event that the Merger Agreement is terminated and the payment of the Parent Termination Fee is required pursuant to the terms of the Merger Agreement, the application of the Subordinated Debt owed by the Company to Subordinated Creditor (including any accrued and unpaid interest in connection therewith) to satisfy such Parent Termination Fee in accordance with Section 8.3(g) of the Merger Agreement; provided that (i) no cash payments are made to the Subordinated Creditor by the Company... on account of the Subordinated Debt, (ii) the Subordinated Debt Documents shall terminate and be of no further force and effect (other than any terms or conditions that expressly survive termination of such documents and satisfaction of the Subordinated Debt thereunder) and (iii) all obligations under the Subordinated Debt Documents shall be deemed satisfied and discharged in full as contemplated by Section 8.3(g) of the Merger Agreement. View More