Offer to Purchase. In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below. Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivering of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.13 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the regular record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. On or before 12:00 noon (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Com...
Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by this Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
Offer to Purchase. (a) In the event that, pursuant to Section 4.12, Section 4.17 or Section 4.23 hereof, the Company shall be required to commence an Asset Sale Offer, a Change of Control Offer or a Termination of Trading Offer (each of the foregoing, an “Offer to Purchase”), respectively, it shall follow the procedures specified below.
(b) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each holder at such holder's address appearing in the Security Register, a notice the terms of which shall govern the Offer to Purchase stating:
(i) that the Offer to Purchase is being made pursuant to this Section and Section 4.12, Section 4.17 or Section 4.23, as the case may be, and, in the case of a Change of Control Offer or Termination of Trading Offer, that such event has occurred, the circumstances and relevant facts regarding such event and that a Change of Control Offer or Termination of Trading Offer is being made pursuant to Section 4.17 or Section 4.23, respectively;
(ii) the principal amount of Notes required to be purchased pursuant to Section 4.12, Section 4.17 or Section 4.23, as the case may be (the “Offer Amount”), the purchase price set forth in Section 4.12, Section 4.17 or Section 4.23, as applicable (the “Purchase Price”), the Offer Period and the Purchase Date (each as defined below);
(iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment;
(iv) that holders electing to have a Note purchased pursuant to an Offer to Purchase may elect to have Notes purchased in integral multiples of $1,000 only;
(v) that holders electing to have a Note purchased pursuant to any Offer to Purchase shall be required to surrender the Note, with the form entitled “Purchase Notice” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice before the close of business on the third Business Day before the Purchase Date;
(vi) that holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note (or portions thereof) the holder delivered for purchase and a statement that such holder is withdrawing his ele...
Offer to Purchase. Subscriber hereby irrevocably offers to purchase the Shares and tenders herewith the total price noted above. Subscriber recognizes and agrees that (i) this subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept or to reject this Subscription Agreement in its entirety and shall have no liability for any rejection of this Subscription Agreement. This Subscription Agreement shall be deemed to be accepted by the Company only when it is executed by the Company.
Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Issuer to purchase Notes as required by the Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Issuer will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer.
Offer to Purchase. “Offer to Purchase” is defined in Section 1.1(b) of the Agreement.
Offer to Purchase. If the Bank discontinues a Policy while the Executive is employed by the Bank at the date of discontinuance the Bank shall give the Executive at least thirty (30) days to purchase such Policy. The purchase price shall be the fair market value of the Policy, as determined under Treasury Reg. §1.61-22(g)(2) or any subsequent applicable authority. Executive agrees that this Agreement shall satisfy written notice requirement.
Offer to Purchase. (a) Lessee shall have the right, or obligation, as applicable, to deliver an "Offer to Purchase" (herein so-called) for the Property or an applicable portion thereof from Lessor under the following circumstances:
(i) On the date that is six (6) months prior to the Expiration Date (as extended, if applicable), Lessee shall be deemed to have delivered to Lessor an Offer to Purchase the entire Property unless, on or before such date, Lessee has given notice to Lessor of Lessee's election to pay the Contingent Rent Payment pursuant to Section 27 hereof. Any such purchase of the entire Property may be closed at any time during the last six (6) months of the Term and no Early Termination Fee shall be applicable thereto. The exercise by Lessee of its rights on one or more occasions under Sections 12(b) or 13(a)(i) or 13(b) shall not limit or otherwise affect Lessee's right to elect either to deliver an Offer to Purchase or to pay the Contingent Rent Payment hereunder with respect to the portions of the Property that remain subject to this Lease at the time the provisions of Section 27 become applicable.
(ii) Simultaneously with the delivery of Partial Termination Notice pursuant to Section 13(a)(i) above with respect to any applicable portion of the Property, Lessee shall be obligated to deliver an Offer to Purchase such portion of the Property and the delivery of such Offer to Purchase shall be a condition precedent to the effectiveness of such Partial Termination Notice.
(iii) Simultaneously with the delivery of any Early Termination Notice pursuant to Section 13(b) above, Lessee shall be obligated to deliver an Offer to Purchase the entire Property and the delivery of such Offer to Purchase shall be a condition precedent to the effectiveness of such Early Termination Notice.
(iv) Simultaneously with the delivery of any Termination Notice with respect to an applicable portion of the Property pursuant to Section 12(b) hereof in connection with any Condemnation, Lessee shall be obligated to deliver an Offer to Purchase such portion of the Property and the delivery of such Offer to Purchase shall be a condition precedent to the effectiveness of such Termination Notice.
(v) Upon the occurrence of an Event of Default, Lessee shall, at the option of Lessor or Agent, be deemed to have delivered an Offer to Purchase covering the entire Property (unless the Event of Default in question is one that arises solely out of facts or conditions applicable to one or more partic...
Offer to Purchase. Subscriber hereby irrevocably offers to purchase a total of ______________ shares being offered for sale in the Offering and tenders, herewith, the sum of $________________ payable to the order of 10sion Energy Incorporated or concurrent by bank wire (see, 1.4, below) Subscriber recognizes and agrees that (i) this Subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept this Subscription, either in whole or in part, or to reject this subscription in its entirety and shall have no liability for any rejection, in whole or in part, of this Subscription. This Subscription shall be deemed to be accepted by the Company only when the Company executes the Subscription Agreement and only as to the number of shares set forth in the space provided on the signature page herein to evidence the action of the Company with respect to this Subscription.
Offer to Purchase. This agreement, once signed by the purchaser, shall constitute an irrevocable offer to purchase made by the purchaser to the seller which shall be open for acceptance by the seller within 10 (ten) business days of date of signature by the purchaser. The acceptance by the seller of the purchaser’s offer to purchase may be communicated by the seller to the purchaser telephonically or in writing.