Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. The Company shall purchase such Securities for cash at a Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Additional Interest, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date stating: (i) if a certificated Security has been issued, the certificate number of the Security which the Holder will deliver to be purchased or if not, such information as may be required under applicable procedures of the Depositary, (ii) the portion of the Original Principal Amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Securities and this Article 12; and (b) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article 12 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Article 12, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article 12 shall be consummated by the payment of the Purchase Price to be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery of the Security as set forth in Section 12.04.

Purchase Procedures. The Company shall purchase such Securities for cash at a Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Additional Interest, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date stating: (i) if a certificated Security On the Closing Date, Purchaser shall wire to each Seller the cash amount that such Seller has been issuedthe right to receive pursuant to Section 1.5 in respect of such Seller’s Shares via wire transfer of immediately available funds (less such Seller’s Pro Rata Share of the Escrow Consideration to the extent the Escrow Consideration is comprised of cash), and no later than the effectiveness of the Initial Closing Registration Statement, the Purchaser shall cause the Exchange Agent to deliver to each Seller a stock certificate number representing the Purchaser Shares that such Seller has the right to receive pursuant to Section 1.5 in respect of such Seller’s Shares (less such Seller’s Pro Rata Share of the Security which Escrow Consideration to the Holder will extent the Escrow Consideration is comprised of Purchaser Common Stock). In addition, (A) on the Closing Date, Purchaser shall wire transfer an amount in immediately available funds equal to the portion of the accounts payable, the Company Debt and the Transaction Expenses (in the amounts and to the persons set forth on the Company Net Working Capital Certificate) to be paid in cash, and (B) no later than the effectiveness of the Initial Closing Registration Statement, the Purchaser shall cause the Exchange Agent to deliver to be purchased or if not, such information as may be required under applicable procedures Deru GmbH and ▇▇▇▇▇▇▇▇ Link GmbH & Co. KG stock certificates representing the Purchaser Shares necessary to satisfy the portion of the Depositary,Company Debt and accounts payable (as set forth on the Company Net Working Capital Certificate) to be paid in Purchaser Common Stock. After delivery of the cash and Purchaser Common Stock in accordance with this paragraph, the Shares shall be canceled. (ii) As soon as reasonably practicable after the Closing Date, Purchaser shall cause to be deposited with the Escrow Agent the Escrow Consideration. The Escrow Consideration shall be withheld from the Initial Share Purchase Consideration payable pursuant to Section 1.5 to the Sellers according to each Seller’s Pro Rata Share. The Escrow Consideration shall constitute partial security for the indemnification obligations of such Sellers pursuant to Article VIII, and shall be held in and distributed in accordance with the provisions of the Escrow Agreement. Notwithstanding the foregoing, to the extent Purchaser elects to pay a portion of the Original Principal Amount Initial Share Purchase Consideration in Purchaser Common Stock, Purchaser Shares shall be deposited in Escrow (dated as of the Security which Closing Date) for the Holder will deliver Sellers receiving Purchaser Shares to satisfy the Escrow Consideration amount to be purchased, which portion must be $1,000 or an integral multiple thereof, anddeposited by Purchaser on behalf of such Sellers before any cash is used to satisfy the Escrow Consideration amount from such Sellers. (iii) that such Security The *** Holdback has been deducted from the Initial Share Purchase Consideration and shall be purchased as constitute partial security for the indemnification obligations of the applicable Purchase Date Sellers pursuant to Article VIII for Indemnifiable Damages relating to the provisions *** Payments. During the three (3) months following the Closing Date, Purchaser hereby appoints the Sellers’ Agent as Purchaser’s agent and as the Company’s agent for the sole purpose of negotiating the settlement of any obligations arising out of or related to the termination of the Securities *** Contracts (other than the *** Contract) on the Company’s behalf, and this Article 12; and Deru GmbH agrees to be solely responsible for making any *** Payments negotiated by Sellers’ Agent (b) delivery of such Security other than any *** Payment with respect to the Paying *** Contract), and Purchaser hereby grants the Sellers’ Agent prior to, on or after full discretion and authority to negotiate and determine the Purchase Date (together with all necessary endorsements) at the offices amount of the Paying Agent, such delivery being a condition *** Payments (other than any *** Payment with respect to receipt by the Holder *** Contract) up to an aggregate total of the Purchase Price therefor$ *** ; provided, however, that with respect to each *** Contract that is terminated with respect to which a *** Payment is made, Sellers’ Agent shall obtain from such Purchase Price *** a written release of claims in substantially the form attached hereto as Exhibit J (the “*** Waiver”). Beginning three (3) months following Closing Date, Purchaser shall have full discretion and authority to negotiate and determine the amount of the *** Payments and such *** Payments shall be so paid made by Deru GmbH. Upon (a) any failure by Deru GmbH to make a *** Payment negotiated in accordance with this paragraph or (b) the negotiation of a *** Payment with respect to the *** Contract, Purchaser shall use the *** Holdback to satisfy the *** Payments (and Purchaser shall be solely responsible for paying the other half of the *** Payment with respect to the *** Contract (for purposes of clarity, it is understood by the parties that neither Deru GmbH nor the Sellers shall be responsible for making any payment with respect to the *** Contract in excess of the *** Payment with respect to such contract)). Upon the expiration of the six (6) month period following the Closing Date, provided Purchaser has no pending claims for Indemnifiable Damages relating to *** Payments and Deru GmbH is in compliance with its obligations under this paragraph, Purchaser shall distribute first to Deru GmbH, to the extent of any *** Payments made by Deru GmbH, and then to the Sellers, pro rata in accordance with each Seller’s Pro Rata Share, an amount equal to (i) the unused portion of the *** Holdback, plus (ii) any amount of the accounts receivable reflected in the Company Net Working Capital Certificate collected by the Company or Purchaser within six (6) months of the Closing Date that is in excess of the A/R Difference, less (iii) any amount by which the accounts receivable reflected in the Company Net Working Capital Certificate collected by the Company or Purchaser within six (6) months of the Closing Date is less than the A/R Difference. (iv) Within forty-five (45) calendar days following the Closing Date, Purchaser shall review the Company Net Working Capital calculation and deliver to Sellers’ Agent Purchaser’s calculation of the Company Net Working Capital, as of the Closing Date, calculated by Purchaser using the same methodology and procedures as were used in the Company Net Working Capital Certificate delivered by Sellers’ Agent to Purchaser on the Closing Date, provided that any *** Portions of this page have been omitted pursuant to this Article 12 only if a request for Confidential Treatment filed separately with the Security so Commission. instruments reflected as assets in the Company Net Working Capital and not within the possession of the Company or Purchaser at Closing or delivered to the Paying Agent Company or Purchaser within forty-five (45) days following the Closing Date will be valued at zero (such calculation, the “Purchaser Net Working Capital”). If the Company Net Working Capital exceeds the Purchaser Net Working Capital, the parties will negotiate in good faith for up to twenty (20) Business Days, or such other period of time as the parties mutually agree, to agree on the correct calculation. If the parties are unable to agree on the calculation within the twenty (20) Business Day negotiation period specified in the preceding sentence, then the matter shall conform in all respects be immediately submitted to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Auditor”). Any decision of the Auditor with respect to the description thereof in calculation shall be final and binding on the related Purchase Noticeparties hereto. The To the extent the Company Net Working Capital is greater than the Purchaser Net Working Capital (or, if submitted to an Auditor, such Auditor’s determination of the Purchaser Net Working Capital), Purchaser shall purchase be entitled to receive such excess amount plus the Auditor’s fee (if any) from the Holder thereofEscrow Fund. To the extent the Company Net Working Capital does not exceed the Purchaser Net Working Capital (or, pursuant if submitted to an Auditor, such Auditor’s determination of the Purchaser Net Working Capital), Purchaser shall be solely responsible for paying the Auditor’s fee. Notwithstanding Article VIII, this Article 12, a portion of a Security if Section 1.6(d)(iv) shall be the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply exclusive means by which disputes with respect to the purchase calculation of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article 12 shall be consummated by the payment of the Purchase Price to be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery of the Security as set forth in Section 12.04Net Working Capital are resolved.

Purchase Procedures. The Company shall purchase such Securities for cash at a Purchase Price equal to 100% of the Accreted Principal Amount thereoffor such series of Securities, plus accrued and unpaid interest for such series of Securities (including Contingent Interest and Additional Interest, if any) to, but excluding, the Purchase Date (the "Purchase PricePURCHASE PRICE") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Additional Interest, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) delivery to the Paying Agent by the Holder of a written notice of purchase (which shall be in substantially the form included in Exhibit A-1 hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "Purchase NoticePURCHASE NOTICE") to any Paying Agent at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the Business Day immediately preceding the Purchase Date for such series of Securities; PROVIDED that, if a Holder of any Security fails to indicate in such Purchase Date stating: (i) if a certificated Security has been issuedNotice its election to withdraw such Purchase Notice or receive Cash in the event that the Company elects, pursuant to Section 12.03, to pay the certificate number Purchase Price, in whole or in part, in shares of the Security which the Holder will deliver to be purchased or if not, Common Stock but such information as may be required under applicable procedures of the Depositary, (ii) the portion of the Original Principal Amount Purchase Price shall ultimately be paid to such Holder entirely in Cash because any of the Security which conditions to payment of the Purchase Price in shares of Common Stock is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date, as set forth in Section 12.03, such Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Security shall be purchased as of the applicable Purchase Date pursuant deemed to the provisions of the Securities and this Article 12have elected to receive Cash; and (b) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; providedPROVIDED, howeverHOWEVER, that such Purchase Price shall be so paid pursuant to this Article 12 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Article 12Article, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article 12 shall be consummated by the payment of the Purchase Price to be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery of the Security as set forth in Section 12.05. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 12.02 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the applicable procedures of the Depositary as in effect from time to time.