Purchase Notice Sample Clauses

Purchase Notice. The Closing Date Term Loan Lenders shall have the option but not the obligation, on one occasion after the 10th Business Day following the occurrence of a Purchase Option Trigger Event (and so long as such Purchase Option Trigger Event is continuing on the date the Closing Date Term Loan Lenders exercise such option), to (x) purchase from the Priority Revolving Lenders all, but not less than all, of the Revolving Loans and other Obligations arising under the Priority Revolving Facility and (y) assume all of the Revolving Commitments under the Priority Revolving Facility (the Loans, Obligations and Commitments referred to in clauses (x) and (y), the “Subject Obligations”), including the obligation to purchase participations in Letters of Credit relating to and issued in reliance on the Subject Obligations. Such right shall be exercised by the exercising Closing Date Term Loan Lenders giving a written notice (the “Purchase Notice”) to the Borrower, the Administrative Agent and the Priority Revolving Agent (who shall in turn promptly deliver such notice to each Priority Revolving Lender). A Purchase Notice once delivered shall be irrevocable. Each Closing Date Term Loan Lender shall have the right to purchase and assume its pro rata share of the Subject Obligations, and the Closing Date Term Loan Lenders exercising such rights may exercise the rights of non-exercising Closing Date Term Loan Lenders, in each case on a pro rata basis as among exercising Closing Date Term Loan Lenders until such rights have been exercised as to all Subject Obligations (in any case, prior to issuance of the Purchase Notice).

Purchase Notice. The Second Lien Secured Parties desiring to purchase all the Purchase Obligations (the “Purchasing Creditors”) will deliver a notice (such notice, a “Purchase Notice”) to the First Lien Controlling Agent that: (a) is signed by the Purchasing Creditors; (b) states that it is a Purchase Notice under this Article 8; (c) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Article 8, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate to 100% for all Purchasing Creditors; (d) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among Second Lien Secured Parties; and (e) designates a date on which the purchase will occur (the “Purchase Date”), that is at least five (5) but not more than ten (10) Business Days after the First Lien Controlling Agent’s receipt of the Purchase Notice. Upon the First Lien Controlling Agent’s receipt of an effective Purchase Notice conforming to this Section 8.2, the Purchasing Creditors will be irrevocably obligated to purchase, and the First Lien Secured Parties will be irrevocably obligated to sell, the Purchase Obligations in accordance with and subject to this Article 8.

Purchase Notice. If such sale relates to an Incremental Purchase, all information set forth on the related Purchase Notice is true and correct as of the date of such Incremental Purchase.

Purchase Notice. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Investor may deliver a Purchase Notice to Company, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Investor immediately upon receipt of the Purchase Notice.

Purchase Notice. (a) Subject to Section 17.1 and the terms and conditions of this Section 17.3, Lessee may elect to purchase the Aircraft, on any Purchase Date, at a purchase price equal to the lesser of 50% of Lessor's Cost and the Fair Market Sales Value of the Aircraft computed as of the Purchase Date. (b) Lessee may exercise such option to purchase the Aircraft, by delivery of a notice (a "Purchase Notice") to Lessor not less than 90 days prior to the Purchase Date specified in such Purchase Notice. (c) Notwithstanding anything to the contrary in this Agreement or any other Operative Agreement: (i) Any Purchase Notice (whether delivered or deemed to have been delivered) shall be revocable until 10 Business Days after the determination of the Fair Market Sales Value in accordance with Section 17.3.2 and unless revoked by written notice by Lessee to Lessor shall thereafter become irrevocable and shall constitute an unconditional obligation of Lessee to purchase the Aircraft under this Section 17.3. (ii) Lessee shall not be entitled to give any Purchase Notice in respect of any Purchase Date if it has delivered a Renewal Notice for a Renewal Lease Term that would commence immediately following such Purchase Date.

Purchase Notice. At any time during the Commitment Period, provided that there is an outstanding balance under a Pre-Paid Advance, the Investor may, by providing written notice to the Company in the form set forth herein as Exhibit A attached hereto (a “Purchase Notice”) require the Company to issue and sell Shares to the Investor, in accordance with the following provisions: (i) The Investor shall, in each Purchase Notice, select the amount of the Advance, in its sole discretion, and the timing of delivery; provided that the amount of the Advance shall not exceed the balance owed under all Pre-Paid Advances outstanding on the date of delivery of the Purchase Notice, or result in the Investor exceeding the Advance Limitations set forth in Section 3.01(b). (ii) Each Purchase Notice shall be delivered to the Company in accordance with the notice provisions set forth in Article XI. (iii) Each Purchase Notice shall set forth the amount of the Advance requested, the number of Shares to be issued by the Company and purchased by the Investor, the Market Price (along with a report by Bloomberg, L.P. indicating the relevant VWAP used in calculating the Market Price), the Purchase Price, the aggregate amount of accrued and unpaid interest of the Pre-Paid Advance (if any) as of the Purchase Notice Date that shall be offset by the issuance of Shares, the aggregate amount of principal of the Pre-Paid Advance as of the Purchase Notice Date that shall be offset by the issuance of Shares, and the total amount of the Pre-Paid Advance that shall be outstanding following the Closing of the Advance.

Purchase Notice. Within three Business Days following the occurrence of the Mandatory Purchase Event, the Purchaser shall mail, or deliver to the Transfer Agent for mailing and cause the Transfer Agent to mail, to the record holders of the Listed Shares described in Section 2.2(a), a notice (the "Mandatory Purchase Notice") which shall state: (a) That a Mandatory Purchase Event has occurred and that pursuant to the provisions of the LLC Agreement and these Purchase Provisions the Purchaser will purchase all of the outstanding Listed Shares that are not held by the Purchaser or its Affiliates at the Mandatory Purchase Price; (b) A brief description of the circumstances and relevant facts regarding the Mandatory Purchase Event; (c) The dollar amount per Listed Share of the Mandatory Purchase Price; (d) The date on which the Listed Shares will be purchased (the "Purchase Date"), which shall be no later than five Business Days from the date the Mandatory Purchase Notice is mailed by the Purchaser or the Transfer Agent; and (e) The instructions a holder must follow, including any other documents a holder of Listed Shares must deliver, in order to receive the Mandatory Purchase Price. Any such Mandatory Purchase Notice mailed to a record holder of Listed Shares at his address as reflected in the records of the Transfer Agent as of the time set forth in Section 2.2, or delivered by the Purchaser to the Transfer Agent for mailing to such holders, shall be conclusively presumed to have been given, whether or not such holder receives such notice. Failure to give any such notice to any particular holder or holders shall not affect the validity of the Mandatory Purchase pursuant to these Purchase Provisions. The Mandatory Purchase Price for any fractional Listed Share shall be the Mandatory Purchase Price for a whole Listed Share times the fraction of the Listed Share to be purchased. In determining whether any fractional Listed Shares are outstanding, all certificates registered in the name of the same holder of Listed Shares shall be aggregated.

Purchase Notice. In accordance with Section 2.1 and 2.2(b) below, and subject to the satisfaction of the conditions set forth in Section 7.2, the Company shall deliver the Purchase Notice Shares, as DWAC Shares to the Investor, alongside the delivery of each Purchase Notice by email. A Purchase Notice shall be deemed delivered on (i) the Business Day that the Purchase Notice has been received by email by the Investor if both conditions are met on or prior to 8:00 a.m. New York time or (ii) the next Business Day if the conditions are met after 8:00 a.m. New York time on a Business Day or at any time on a day which is not a Business Day (the “Purchase Notice Date”).

Purchase Notice. The Investor shall have received a Purchase Notice in accordance with Section 1(f) from the Company, dated as of the Determination Date, certifying as to the number of Unsubscribed Shares to be purchased pursuant to the Backstop Commitment.