Purchase Notice Sample Clauses

Purchase Notice. (a) The Purchasing Holders will deliver a purchase notice (the “Purchase Notice”) to the Priority Lien Agent no later than twenty (20) Business Days after the Purchase Event, that (1) is signed by the Purchasing Holders, (2) states that it is a Purchase Notice under this Article X, (3) states that each Purchasing Holder is irrevocably electing to purchase, in accordance with this Article X, the percentage of all of the Priority Lien Note Obligations stated in the Purchase Notice for that Purchasing Holder, which percentages must aggregate exactly 100% for all Purchasing Holders, (4) represents and warrants that the Purchase Notice is in conformity with the Second Lien Documents and any other binding agreement among the Second Lien Secured Parties, and (5) designates a date (the “Purchase Date”) on which the purchase will occur, that is at least five (5) Business Days but not more than twenty (20) Business Days after the Priority Lien Agent’s receipt of the Purchase Notice. A Purchase Notice will be ineffective if it is received by the Priority Lien Agent after the occurrence giving rise to the Purchase Event is waived, cured, or otherwise ceases to exist. (b) Upon the Priority Lien Agent’s receipt of an effective Purchase Notice conforming to this Section 10.02, the Purchasing Holders will be irrevocably obligated to purchase, and the Priority Lien Secured Parties will be irrevocably obligated to sell, the Priority Lien Note Obligations in accordance with and subject to this Article X.

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. 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. 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. 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. 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.

Purchase Notice. (a) Provided that at the time of such election no Special Default or Event of Default exists, Lessee may, subject to ss. 17.1 and this ss. 17.3, elect to purchase the Aircraft: (1) on the EBO Date as shown on Schedule 5 at the price indicated thereon; (2) on any Purchase Date, at a purchase price equal to the Fair Market Sales Value of the Aircraft computed as of the Purchase Date; or (3) (aa) on any Payment Date occurring after the Tax Attribute Period, if a Burdensome Indemnity Payment not waived by Owner Participant shall become due and owing, if Lessee did not cause such indemnity with the intent of permitting such purchase and if such purchase would eliminate such indemnity on a future basis, or (bb) on any Payment Date after the EBO Date, if Lessee has committed to (but not commenced) a Significant Expenditure, then (whether as to clause (aa) or (bb)) at a purchase price equal to the greater of (x) the Fair Market Sales Value of the Aircraft computed as of such Payment Date (not including any portion of the Fair Market Sales Value of the Aircraft attributable to any Significant Expenditure) and (y) the Termination Value for the Aircraft computed as of such Payment Date. (b) Lessee may exercise such option to purchase the Aircraft, by delivery of a written notice (a "PURCHASE NOTICE") to Lessor (with a copy of such Purchase Notice to Owner Participant) not less than 60 days and no more than 365 days before the EBO Date (for a purchase under ss. 17.3.1(a)(1)), not less than 30 days and no more than 365 days before the Purchase Date (for a purchase under ss. 17.3.1(a)(2)), and not less than 120 days and no more than 365 days before the Payment Date specified in such Purchase Notice (for a voluntary termination purchase under ss. 17.3.1(a)(3)). (c) Notwithstanding anything to the contrary in any Operative Agreement: (1) Any Purchase Notice delivered or deemed to have been delivered pursuant to ss. 17.3.1(a)(1) or (2) shall be irrevocable and shall constitute an unconditional obligation of Lessee to purchase the Aircraft under this ss. 17.3; and any Purchase Notice delivered pursuant to ss. 17.3.1(a)(3), shall be revocable until 10 Business Days after the determination of the Fair Market Sales Value in accordance with ss. 17.3.2, and unless so revoked by written notice by Lessee to Lessor (with a copy to Owner Participant) shall thereafter become irrevocable and shall constitute an unconditional obligation of Lessee to purchase the Aircraft under this ss....