OPTION OF HOLDERS TO ELECT PURCHASE Sample Clauses

OPTION OF HOLDERS TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to ‎Section 4.4 of the Indenture, check the box below: If you elect to have only part of this Note purchased by the Issuer pursuant to ‎Section 4.4 of the Indenture, state the amount (in minimum denominations of $200,000 or integral multiples of $1,000 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below $200,000: $ Dated: Your Name: (Print your name exactly as it appears on the face of this Note) Your Signature: (Sign exactly as your name appears on this Note) Social Security or Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT B to Indenture [FORM OF] CERTIFICATE FOR EXCHANGE OR TRANSFER OF RULE 144A NOTE10 U.S. Bank Trust Company, National Association, as Trustee 10000 Xxxx Xxxx, Suite 800 Dallas, TX 75240 Attention: Global Trust Services – Global Finance Americas Re: GRAN TIERRA ENERGY INC. 9.500% Senior Secured Amortizing Notes Due 2029 (the “Notes”) Reference is hereby made to the Indenture, dated as of October 20, 2023 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among GRAN TIERRA ENERGY INC., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as trustee (the “Trustee”), security registrar, paying agent, security agent and transfer agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $[_________] of the Notes that are held as a beneficial interest in the Rule 144A Note (CUSIP No. 38500T AC5) with DTC in the name of [NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an interest in the Regulation S Note (ISIN No.: USU37016AC37) to be held with [NAME OF PARTICIPANT] through DTC. If this is a partial transfer, a minimum amount of $200,000 or any integral multiple of $1,000 in excess thereof of the Rule 144A Note (or beneficial interests therein) will remain outstanding in the name of the Transferor. In connection with such request, the Transferor does hereby certify that such exchange or transfer has been effected...
Sample 1
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OPTION OF HOLDERS TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to Section 4.4 of this Indenture, check the box below: If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, state the amount (in minimum denominations of U.S.$2,000 or integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below U.S.$2,000: U.S.$ Dated: Your Name: (Print your name exactly as it appears on the face of this Note) Your Signature: (Sign exactly as your name appears on the face of this Note) Social Security or Tax Identification No. Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) EXHIBIT B to Indenture [FORM OF] CERTIFICATE FOR EXCHANGE OR TRANSFER OF RULE 144A NOTE 1* The Bank of New York Mellon, as Trustee and Registrar 000 Xxxxxxx Xxxxxx Floor 7-E New York, NY 10286 Telephone No.: (000) 000-0000 Fax No.: [•] Email: [•] Re: CAMPOSOL S.A.
Sample 1
OPTION OF HOLDERS TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to Section 4.1(g) of the Indenture, check the box: ☐ If you elect to have this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, check the box: ☐ If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.1(g) or Section 4.4 of the Indenture, state the amount (in minimum denominations of U.S.$150,000 or integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below U.S.$150,000: U.S.$ Your Name: Dated: (Print your name exactly as it appears on the face of this Note) Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) EXHIBIT B to Indenture [FORM OF] CERTIFICATE FOR EXCHANGE OR TRANSFER OF RULE 144A NOTE 1* The Bank of New York Mellon, as Trustee and Registrar 000 Xxxxxxxxx Xxxxxx, Xxxxx 0 Xxxx Xxx Xxxx, Xxx Xxxx 00000 Fax No.: (000) 000-0000 Attention: Corporate Trust/ Re: Camposol S.A. Re: CAMPOSOL S.A.
Sample 1
OPTION OF HOLDERS TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, check the box below: If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, state the amount (in minimum denominations of U.S.$1,000 or integral multiples of U.S.$1 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below U.S.$1,000: U.S.$___________________________ Dated: Your Name: (Print your name exactly as it appears on the face of this Note) Your Signature: (Sign exactly as your name appears on this Note) Social Security or Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee) EXHIBIT B to Indenture [FORM OF] CERTIFICATE FOR EXCHANGE OR TRANSFER OF RESTRICTED GLOBAL NOTE5 Citibank, N.A., as Trustee 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Jersey City, New Jersey 07310 Attention: Citibank, N.A. – Agency & Trust – Auna S.A. Re: AUNA S.A.
Sample 1
OPTION OF HOLDERS TO ELECT PURCHASE. If you elect to have this Note purchased by the Issuer pursuant to Section 4.1(g) of the Indenture, check the box: ☐ If you elect to have this Note purchased by the Issuer pursuant to Section 4.4 of the Indenture, check the box: ☐ If you elect to have only part of this Note purchased by the Issuer pursuant to Section 4.1(g) or Section 4.4 of the Indenture, state the amount (in minimum denominations of U.S.$150,000 or integral multiples of U.S.$1,000 in excess thereof) you elect to have purchased; provided that no purchase in part shall reduce the outstanding principal amount of maturity of the Notes held by you to below U.S.$150,000: U.S.$ Dated: Your Name: (Print your name exactly as it appears on the face of this Note)
Sample 1

Related to OPTION OF HOLDERS TO ELECT PURCHASE

  • OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

  • Conversions at Option of Holder Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • REPURCHASE OF NOTES AT OPTION OF HOLDERS 73 Section 10.01 Repurchase at Option of Holder Upon Fundamental Change. 73 Section 10.02 Withdrawal of Fundamental Change Repurchase Notice. 75

  • Notice to Allow Exercise by the Holder If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to email such notice or any defect therein or in the emailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries (as determined in good faith by the Company), the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • REPAYMENT AT THE OPTION OF HOLDERS Section 13.1 Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 3.9, shall not operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 13.1, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.

  • Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

  • Repurchase at the Option of Holders Upon a Change of Control (a) Upon the occurrence of a Change of Control, the Company shall, within 30 days of a Change of Control, make a Change of Control Offer pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in cash (the “Change of Control Amount”), equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the Purchase Date.

  • Notice of Optional Redemption; Selection of Notes (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 35 nor more than 60 Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 31st Scheduled Trading Day immediately preceding the Maturity Date.

  • Repurchase at Option of Holders (a) Each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash on September 15, 2028 (the “Repurchase Date”), all of such Holder’s Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, at a repurchase price (the “Repurchase Price”) that is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Repurchase Date; provided that any such accrued and unpaid interest shall be paid not to the Holders submitting the Notes for repurchase on the Repurchase Date but instead to the Holders of such Notes at the close of business on the Regular Record Date immediately preceding the Repurchase Date. Not later than 20 Business Days prior to the Repurchase Date, the Company shall mail a notice (the “Company Notice”) by first class mail to the Trustee, to the Paying Agent and to each Holder at its address shown in the Note Register of the Note Registrar (and to beneficial owners as required by applicable law). The Company Notice shall include a Form of Repurchase Notice to be completed by a holder and shall state:

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