Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. The Issuer shall purchase such Debentures for cash at a Purchase Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including 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 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 Debenture 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 Debenture has been issued, the certificate number of the Debenture 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 principal amount of the Debenture which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 6; and (b) delivery of such Debenture to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer of the Debenture as set forth in Section 6.04.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Wyeth)

Purchase Procedures. The Issuer Company shall purchase such Debentures for cash Securities at a Purchase Price equal to 100% the Accreted Principal Amount for such series of the principal amount thereofSecurities, plus accrued and unpaid interest for such series of Securities (including Additional Contingent 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 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 Debenture 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 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 Debenture 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 Debenture 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 principal amount Purchase Price shall ultimately be paid to such Holder entirely in Cash because any of the Debenture 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 Debenture shall be purchased as of the applicable Purchase Date pursuant deemed to the provisions of the Debentures and this Article 6have elected to receive Cash; and (b) delivery of such Debenture Security to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer Company shall purchase from the Holder thereof, pursuant to this Article 6Article, a portion of a Debenture Security if the principal amount Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture Security also apply to the purchase of such portion of such DebentureSecurity. Any purchase by the Issuer Company contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer delivery of the Debenture Security as set forth in Section 6.0412.05. 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.

Appears in 1 contract

Sources: Indenture (DST Systems Inc)

Purchase Procedures. The Issuer 2.1 SSSA shall purchase such Debentures for cash at a Purchase Price equal from time to 100% time notify the Sightholder or Accredited Buyer (as the case may be) of the principal amount thereof, plus accrued dates and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is an Interest Payment Date, venues of Sights and any accrued changes thereto. The dates and unpaid interest or Additional Interest, shall be paid frequency of Sights in one Sight Location may vary from time to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture 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 dates of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other date as is notified by SSSA from time to time. 2.3 No less than two (2) business on the date that is 20 Business Days days prior to a Purchase Date until the close commencement of business on the Business Day immediately preceding relevant Sight, SSSA shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such Purchase Date stating:notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 SSSA will determine, and notify the Sightholder or Accredited Buyer (ias the case may be) if a certificated Debenture has been issuedof, the certificate number venue of the Debenture Sight at which the Holder Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will deliver be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to be purchased offer to purchase (at the price notified by SSSA) all or if not, such information as may be required under applicable procedures any of the Depositary, (ii) the portion Boxes made available for inspection at that Sight. Acceptance by SSSA of the principal amount Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Debenture which the Holder will deliver Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by SSSA from time to be purchased, which portion must be $1,000 or an integral multiple thereof, and time (iii) that such Debenture shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 6; and (b) delivery of such Debenture to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer of the Debenture well as set forth in Section 6.04.for other

Appears in 1 contract

Sources: Rough Diamond Supply Agreement

Purchase Procedures. The Issuer 2.1 GSS shall purchase such Debentures for cash at a Purchase Price equal from time to 100% time notify the Sightholder or Accredited Buyer (as the case may be) of the principal amount thereof, plus accrued dates and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is an Interest Payment Date, venues of Sights and any accrued changes thereto. The dates and unpaid interest or Additional Interest, shall be paid frequency of Sights in one Sight Location may vary from time to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture 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 dates of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other date as is notified by GSS from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the date that is 20 Business Days prior terms, and subject to a Purchase Date until conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the close of business on the Business Day immediately preceding such Purchase Date statingcase may be) shall be responsible for: (i) if a certificated Debenture has been issued2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the certificate number of the Debenture territory to which the Holder will deliver Boxes are to be purchased or if not, such information as may be required under applicable procedures of the Depositary, (ii) the portion of the principal amount of the Debenture which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 6delivered; and (b) 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of such Debenture to the Paying Agent Boxes and their resale by the Sightholder or Accredited Buyer (or effectuate a book-entry transfer of such Debenture in accordance with as the Depositary's procedures) prior to, on or after the Purchase Date (together with case may be); and 2.6.3 obtaining all necessary endorsements) at the offices authorisations in terms of the Paying Agent, such delivery or bookPrecious and Semi-entry transfer being a condition Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to time) for the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, rough or book-entry transfer of the Debenture as set forth in Section 6.04.uncut diamonds,

Appears in 1 contract

Sources: Rough Diamond Supply Agreement

Purchase Procedures. The Issuer shall purchase such Debentures for cash at a Purchase Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including 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 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 Debenture for purchase), at the option of the Holder thereof, upon: (a) delivery After the Full Availability Date, and until this Amended Agreement is terminated, MSN or MSN's designee will (and upon the satisfaction in full of MSN's Minimum Commitment, MSN may) from time to time purchase from StarBand USB-CPE by sending to StarBand a purchase order (each a "Purchase Order"). Each Purchase Order shall be sent to StarBand not less than forty five (45) days prior to the Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICE") at any time from the opening of business date on the date that is 20 Business Days prior which MSN wishes to a have its USB-CPE order completed. Each Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date stating: Order will set forth in reasonable detail (i) if a certificated Debenture has been issued, the certificate number of the Debenture which the Holder will deliver USB-CPE units to be purchased or if notpurchased, such information as may be required under applicable procedures of the Depositary, (ii) the portion of the principal amount of the Debenture date on which the Holder will deliver MSN, or MSN's designee, expects to take delivery, or, if such USB-CPE is to be purchaseddelivered to a third-party retail distributor, the date on which portion must be $1,000 or an integral multiple thereofsuch third-party retail distributor expects to take delivery, and (iii) the Authorized Delivery Location (as defined below) at which the USB-CPE is to be delivered and (iv) such other information as may from time to time be reasonably requested by StarBand. StarBand warrants and represents that such Debenture shall MSN Purchase Orders to meet the Minimum Commitment set out in Section 9 of this Amended Agreement will be purchased completed and shipped promptly and MSN will receive priority of supply over any USB-CPE orders for third parties so long as the requirements of the applicable Purchase Date pursuant to the provisions of the Debentures Sections 5.2.6 and this Article 6; and5.2.7 are met. (b) delivery of such Debenture to the Paying Agent (All orders placed by MSN or effectuate a book-entry transfer of such Debenture in accordance with the DepositaryMSN's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid designee pursuant to this Article 6 only if Amended Agreement shall be processed and distributed by StarBand promptly, and in all events, within at least thirty (30) days from and after the Debenture so delivered date on which StarBand shall have received a Purchase Order from MSN. StarBand shall deliver the fulfilled purchase order to the Paying Agent location specified in each Purchase Order. (c) StarBand agrees that it shall conform in all respects cooperate with efforts made by MSN to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, enter into one or more third-party retail distribution arrangements with respect to reselling USB-CPE pursuant to this Article 6Amended Agreement to MSN Customers, a portion of a Debenture if the principal amount of and that it will take such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply additional actions with respect to, and execute and deliver such additional documents relating to, such arrangements as MSN may from time to the purchase of all of a Debenture also apply time reasonably request and terms and conditions to the purchase of such portion of such Debenture. Any purchase be agreed upon by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer of the Debenture as set forth in Section 6.04Parties.

Appears in 1 contract

Sources: Broadband Access Services Supply Agreement (Starband Communications Inc)

Purchase Procedures. The Issuer shall purchase such Debentures for cash at a Purchase Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including 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 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 Debenture 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 At least 14 Business Days prior to each Sale Date, Seller shall deliver to Purchaser a Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date stating: Request setting forth (i) if a certificated Debenture has been issuedthe Sale Date, the certificate number of the Debenture 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 classes and percentage interests of the principal amount of the Debenture which the Holder will deliver Securities to be purchased, which portion must be $1,000 or an integral multiple thereof, and purchased by Purchaser (iii) that the Preliminary Purchase Price relating to the Securities to be delivered on such Debenture Sale Date which shall be purchased as of limited to Excess Cash Flow Securities and (iv) the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 6; and (b) delivery of such Debenture to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer being a condition to receipt representation by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer of the Debenture as Seller set forth in Section 6.045.11 of this Agreement. In addition, as soon as each shall become available, Seller shall promptly deliver to Purchaser a copy of the Offering Document and a copy of the final Pooling and Servicing Agreement and shall promptly deliver to the Purchaser the latest drafts of such documents as each shall become available. In connection with each Purchase Request, Seller shall provide Purchaser such information as shall demonstrate to Purchaser's reasonable satisfaction the method and data (including the Modeling Assumptions) used by Seller to calculate the Preliminary Purchase Price. On or prior to the second Business Day prior to the Sale Date, Purchaser shall notify Seller in writing of any Designees for any class of Securities and their respective Certificate percentage interests. Certificates shall be issued to, and registered in the name of, such Designee(s) only if Seller shall have received from Purchaser executed letters for each such Designee in the form required by the Pooling and Servicing Agreement and the related Trustee, as applicable to the class of Securities to be issued in such Designee's name. If Purchaser does not allocate all of the percentage interests in the Securities to Designees, such percentage interest as is unallocated shall be the percentage of the Certificate(s) (if any) delivered to Purchaser in Purchaser's name.

Appears in 1 contract

Sources: Residual Forward Sale Facility (Aames Financial Corp/De)

Purchase Procedures. The Issuer 4.1 As an aid to Suppliers in planning its manufacture of Door Visors, Purchaser shall provide Suppliers with good faith estimates of purchases anticipated to be made by Purchaser during a specified future period of Lime as agreed between Purchaser and Suppliers, which estimates shall be set forth in each purchase order issued by Purchaser to Suppliers pursuant to Section 4.2, provided that such Debentures estimates shall not be binding on Purchaser. 4.2 Unless otherwise agreed in writing, for cash the purpose of ordering Door Visors , Purchaser shall issue a purchase order to Suppliers containing (i) a firm order for Door Visors for a specified period as agreed between Purchaser and Suppliers and (ii) a requested delivery date for such Door Visors. Each purchase order shall be sent by telex or facsimile, at a Purchase Price equal 20 days before the requested date of delivery of Door Visors by Suppliers to 100% Purchaser, and two copies of each such purchase order duly signed by Purchaser shall be immediately mailed by Purchaser to Suppliers. 4.3 Suppliers shall notify Purchaser, by telex or facsimile, within five(5) business days from the date of the principal purchase order, whether or not Suppliers accept such purchase order and one copy of each purchase order shall be duly counter-signed and immediately returned by Supplier to Purchaser. Suppliers shall accept any purchase order if the quantities of the Door Visors specified in such purchase order do not grossly exceed the estimated quantities of the Door Visors specified in the purchase order last issued by Purchaser to Suppliers pursuant to Section 4.2. 4.4 Each individual purchase agreement for the Door Visors shall become effective between Purchaser and Suppliers upon the acceptance by telex or facsimile by Suppliers, in accordance with Section 4.3. of a purchase order issued by Purchaser pursuant to Section 4.2. 4.5 If, at any time during the term of this Agreement, Suppliers are unable to manufacture and supply the full amount thereofof the total quantity of Door Visors specified in the applicable purchase order issued by Purchaser and accepted by Suppliers, plus accrued then, Suppliers will promptly advise Purchaser of the situation and unpaid interest (including Additional Intereststeps, if any) to, but excludingwhich Suppliers propose to take to correct the deficiencies. Purchaser shall discuss with Suppliers and determine the quantity which will be supplied to Purchaser, the Purchase Date (delivery schedule, and the "PURCHASE PRICE") (provided that if manner and means of delivery to Purchaser. giving due consideration to such situation, the Purchase Date is an Interest Payment DateSuppliers' proposal on the steps to be taken and the results of such, any accrued discussion. Purchaser and unpaid interest or Additional Interest, Suppliers shall be paid to the Holder bound by such determination of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture for purchase), at the option of the Holder thereof, upon:Purchaser. (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 Debenture has been issued4.6 Notwithstanding Section 4.5, the certificate number of the Debenture 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 principal amount of the Debenture which the Holder will all additional costs and any loss or damage incurred by Purchaser resulting from Suppliers' failure to deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 6; and (b) delivery of such Debenture to the Paying Agent (or effectuate a book-entry transfer of such Debenture Door Visors in accordance with the Depositary's procedures) prior toapplicable purchase order issued by Purchaser and accepted by Suppliers, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof borne by Suppliers and in the related Purchase Notice. case of any loss or damage, promptly paid by Suppliers to Purchaser upon demand. 4.7 The Issuer shall details of purchase from procedures for Door Visors including manners of packing, packaging and loading of Door Visors, and the Holder thereof, pursuant quantities of Door Visors of which each quantity of Door Visors to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase be ordered by the Issuer contemplated pursuant to the provisions of this Article 6 Purchaser hereunder shall be consummated by the payment of the Purchase Price to in multiples shall be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery, or book-entry transfer of the Debenture as set forth in Section 6.04the Purchase Procedures Manual.

Appears in 1 contract

Sources: Purchase Agreement (Glas-Aire Industries Group LTD)

Purchase Procedures. The If the Holders have the right to require the purchase of Securities pursuant to Section 15.01, the Issuer shall purchase such Debentures Securities for cash at a Purchase Price equal to 100% of the principal amount Principal Amount thereof, plus accrued and unpaid interest (including Additional InterestContingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is an any day during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on such Interest Payment Date, any accrued and unpaid interest interest, Contingent Interest or Additional InterestLiquidated Damages, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture 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 21 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 Debenture Security has been issued, the certificate number of the Debenture 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 principal amount Principal Amount of the Debenture Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture Security shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 615; and (b) delivery of such Debenture Security to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6Article, a portion of a Debenture Security if the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture Security also apply to the purchase of such portion of such DebentureSecurity. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer delivery of the Debenture Security as set forth in Section 6.0415.04.

Appears in 1 contract

Sources: Indenture (Lin Television Corp)

Purchase Procedures. The Issuer shall purchase such Debentures for cash at a Purchase Price equal to 100% In the event of the principal amount thereof, plus accrued and unpaid purchase of Landlord’s interest (including Additional Interest, if any) to, but excludingin the Premises by Tenant pursuant to any provision of this Lease, the Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is an Interest Payment Date, any accrued terms and unpaid interest or Additional Interest, conditions set forth below shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture for purchase), at the option of the Holder thereof, upon:apply. (a) delivery to On the Paying Agent by closing date fixed for the Holder purchase of a written notice of purchase (a "PURCHASE NOTICE") at any time from Landlord’s interest in 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 statingPremises: (i) if a certificated Debenture has been issuedTenant shall pay to Landlord, in lawful money of the United States, by wire transfer of immediately available funds, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the certificate number of the Debenture which the Holder will deliver to be purchased or if not, such information as may be required under applicable procedures of the Depositary,purchase price; and (ii) (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the portion Premises subject to, (A) Permitted Encumbrances (except free of the principal amount lien of any Mortgage if the Debenture purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture shall be purchased as case of a purchase of Landlord’s interest in the applicable Purchase Date Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the provisions of the Debentures and this Article 6; andnet condemnation award, when received, if any. (b) delivery Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such Debenture transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof date Tenant purchases Landlord’s interest in the related Purchase Notice. The Issuer shall purchase from Premises. (d) If Tenant elects to acquire the Holder thereofPremises by assuming Landlord’s Mortgage, pursuant to this Article 6it must first obtain the Mortgagee’s consent, a portion of a Debenture and if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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 so approved, then it must pay for Mortgagee’s assumption and the time of delivery, or book-entry transfer of the Debenture as set forth in Section 6.04transactional costs.

Appears in 1 contract

Sources: Sublease Agreement (Sema4 Holdings Corp.)

Purchase Procedures. The If the Holders have the right to require the purchase of Securities pursuant to Section 13.01, the Issuer shall purchase such Debentures Securities for cash at a Purchase Price equal to 100% of the principal amount Principal Amount thereof, plus accrued and unpaid interest (including Additional InterestContingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICEPurchase Price") (provided that if the Purchase Date is an any day during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on such Interest Payment Date, any accrued and unpaid interest interest, Contingent Interest or Additional InterestLiquidated Damages, shall be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture 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 NOTICEPurchase Notice") at any time from the opening of business on the date that is 20 21 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 Debenture Security has been issued, the certificate number of the Debenture 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 principal amount Principal Amount of the Debenture Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture Security shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures and this Article 613; and (b) delivery of such Debenture Security to the Paying Agent (or effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer shall purchase from the Holder thereof, pursuant to this Article 6Article, a portion of a Debenture Security if the principal amount Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture Security also apply to the purchase of such portion of such DebentureSecurity. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer delivery of the Debenture Security as set forth in Section 6.0413.04.

Appears in 1 contract

Sources: Indenture (Getty Images Inc)

Purchase Procedures. The Issuer Company shall purchase such Debentures Notes for cash at a Purchase Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICE"“Purchase Price”) (provided that if the Purchase Date is an Interest Payment Date or on or prior to an Interest Payment Date but after the related Regular Record Date, any accrued and unpaid 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 Debenture Note 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"“Purchase Notice”) at any time from the opening of business on the date that is 20 23 Business Days prior to a Purchase Date until the close of business on the third Business Day immediately preceding such Purchase Date stating: (i) if a certificated Debenture Note has been issued, the certificate number of the Debenture Note 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 principal amount of the Debenture Note which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof, and (iii) that such Debenture Note shall be purchased as of the applicable Purchase Date pursuant to the provisions of the Debentures Notes and this Article 6; and (b) delivery of such Debenture Note to the Paying Agent (or effectuate a book-entry transfer of such Debenture Note in accordance with the Depositary's ’s procedures) prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer 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 6 only if the Debenture Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Issuer Company shall purchase from the Holder thereof, pursuant to this Article 6, a portion of a Debenture Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth First Supplemental Indenture that apply to the purchase of all of a Debenture Note also apply to the purchase of such portion of such DebentureNote. Any purchase by the Issuer Company contemplated pursuant to the provisions of this Article 6 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, or book-entry transfer of the Debenture Note as set forth in Section 6.04. 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 Notes may be surrendered or delivered for purchase in accordance with the applicable procedures of the Trustee and the Depositary as in effect from time to time; provided that the Paying Agent is notified in writing of any such delivery or withdrawal.

Appears in 1 contract

Sources: First Supplemental Indenture (Edo Corp)