Notice of Election; Manner of Purchase; Transfer After Purchase Sample Clauses

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) In order to exercise its right to purchase the Beneficial Interest pursuant to Section 16.1, the Lessee shall notify the Owner Participant irrevocably in writing no later than 90 days prior to the applicable purchase date under Section 6.1 of the Lease that it desires to purchase the Beneficial Interest.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (i) In order to exercise its right to purchase the Transponders pursuant to Section 19(a)(ii)(A), Lessee shall, at least ninety (90) days prior to the First EBO Date referred to in Section 19(a)(ii)(A), give irrevocable notice to Lessor in writing stating that Lessee will purchase such Transponder pursuant to Section 19(a)(ii)(A). In order to exercise its right to purchase all of the Transponders pursuant to Section 19(a)(ii)(B), Lessee shall give tentative notice to Lessor in writing at least 145 days prior to the Second EBO Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Transponders as of the Second EBO Date. Such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure (provided that the timetable for the Appraisal Procedure shall be appropriately accelerated to meet the deadlines set forth in this paragraph 19(b)(i), so long as notwithstanding such acceleration, the appraiser shall have adequate time to make a considered determination). Lessee shall give irrevocable notice to Lessor on the later to occur of (1) five (5) days after completion of the Appraisal Procedure or (2) ninety (90) days prior to the Second EBO Date (but in no event later than sixty (60) days prior to the Second EBO Date), if it desires to consummate the purchase of the Transponders pursuant to Section 19(a)(ii)(B).
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (i) In order to exercise its right to purchase the Vessel pursuant to Section 15(a)(i), (ii), and (iii), the Charterer shall notify the Shipowner in writing at least 90 days prior to (x) the EBO Exercise Date, (y) the scheduled expiration of the Base Charter Term, or (z) the scheduled expiration of any Renewal Term then in effect, as the case may be, stating that the Charterer will purchase the Vessel pursuant to Section 15(a)(i), 15(a)(ii), or 15(a)(iii), as the case may be (any such notice, a "Purchase Notice"), and that it desires, in respect of clause (i)(z) hereof, to obtain an appraisal of the Fair Market Sales Value of the Vessel as of such scheduled expiration. Promptly after the Charterer shall have delivered such notice, the Charterer and the Shipowner shall attempt to agree upon such Fair Market Sales Value. If the Charterer and the Shipowner shall fail to agree within thirty (30) days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. The Purchase Notice shall become irrevocable, in the case of the Early Buy-Out Option, 20 days prior to the EBO Exercise Date.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) shall be given in the manner provided in Section 5.3. Upon Lessee having given Final Notice of its election to purchase the Undivided Interest pursuant to Section 6.1(a), Lessee will be unconditionally obligated to purchase the Undivided Interest on the expiration date set forth in the Final Notice in accordance with Section 6.1(a).
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Notice of Election; Manner of Purchase; Transfer After Purchase. (i) In order to exercise its right to purchase Buyer’s Transponders pursuant to Section 19(a)(ii), Lessee shall, at least ninety (90) (but not more than 360) days prior to the EBO Date, give irrevocable notice to Lessor and Indenture Trustee in writing stating that Lessee will purchase Buyer’s Transponders pursuant to Section 19(a)(ii). In order to exercise its right to purchase Buyer’s Transponders pursuant to Section 19(a)(iii), Lessee shall, within ninety (90) after receiving a Regulatory Event of Loss Certificate, give irrevocable notice to Lessor and Indenture Trustee in writing stating that Lessee will purchase Buyer’s Transponders pursuant to Section 19(a)(iii).
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(a), Lessee shall notify Owner Participant in writing within twenty (20) days after the giving of notice by Lessee to Lessor pursuant to the Lease of such election. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(b) or (c), Lessee shall notify Owner Participant in writing of such election within the three (3) month period specified in the applicable Section. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(d), Lessee shall notify Owner Participant in writing of such election within the sixty (60) day period specified in such Section. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(e), Lessee shall notify Owner Participant in writing of such election within the ninety (90) days after receiving a Regulatory Event of Loss Certificate. In order to exercise its right to purchase the Beneficial Interest pursuant to Section 10.01(f), Lessee shall notify Owner Participant in writing of such election within the sixty (60) days following the date Lessee receives written notice of acceptance by Lessor of an offer under clause (x)(B) or (xi) of the second paragraph of Section 7(e) of the Lease or Section 11.02(m). At least ten (10) days prior to the applicable purchase date (or such lesser number of days as is practicable under the circumstances, in the case of Section 10.01(g)), XM-4 Participation Agreement Lessee shall give notice to each other party hereto stating that Lessee will purchase the Beneficial Interest pursuant to Section 10.01. Any notice contemplated by this Section 10.02(a) shall be irrevocable.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its purchase option pursuant to Section 6.1(c), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing of its election to exercise its purchase option.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) In order to exercise its right to purchase the Facility pursuant to Section 6.1(a), the Lessee shall notify the Lessor in writing at least 365 days prior to (x) the scheduled expiration of the Basic Lease Term or (y) the scheduled - - expiration of any Renewal Term then in effect, as the case may be (but in any case not earlier than nine (9) months prior to the applicable Return Arrangement Period), that it desires to obtain an appraisal of the Fair Market Sales Value of the Facility Assets as of such expiration (and, if the Lessee elects, an appraisal as to the matters referred to in the first sentence of Section
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Related to Notice of Election; Manner of Purchase; Transfer After Purchase

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

  • Notice of Election to Purchase and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner), together with such information as may be required by law, rule or regulation, at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be filed and distributed as may be required by the Commission or any National Securities Exchange on which such Limited Partner Interests are listed. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the Register shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent or exchange agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate or redemption instructions shall not have been surrendered for purchase or provided, respectively, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, in the Register, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the Record Holder of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the Record Holder of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article IV, Article V, Article VI and Article XII).

  • FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS SECTION 2.01 FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02 DEPOSIT OF SHARES.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

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