Common use of Purchase Right Clause in Contracts

Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 30 days of the occurrence thereof or (c) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations outstanding at the time of purchase at par, without warranty or representation or recourse, on a pro rata basis across the First Lien Secured Parties. If such right is exercised within the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Secured Parties do not accept such offer after the occurrence of the first such Purchase Event or fail to close within the period specified above, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured Parties’ remediesremedies under the First Lien Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the followingof: (ai) the occurrence of a payment default on the final maturity date under the First Lien Documents; (ii) the commencement of an Enforcement Action; (iii) an acceleration of the First Lien Obligations in accordance with the terms of the applicable First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 30 days of the occurrence thereof Documents; or (civ) the commencement of an any Insolvency or Liquidation Proceeding with respect to any Grantor; (each, each a “Purchase Event”), one or more of the Second Lien Secured Parties may request(other than any such Second Lien Secured Party that is a direct or indirect Affiliate of the Borrower or the Sponsor (as defined in the Initial Second Lien Credit Agreement)), shall have the right, until the 45th day after the Purchase Event by written notice to the Designated First Lien Representative, to purchase on a pro rata basis by way of assignment, and the First Lien Secured Parties hereby offer (except to the extent such offer would conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction) the Second Lien Secured Parties the optionoption to so purchase, to purchase all, for cash the entire aggregate amount (but not less than all, of the aggregate amount entirety) of outstanding First Lien Obligations outstanding (including unfunded commitments under any Initial First Lien Document) at the time of purchase at par, Purchase Price without warranty or representation or recourserecourse except as provided in 5.6(d), on a pro rata basis across the First Lien Secured Parties. If such right is exercised within the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days which offer may be accepted by less than all of the request. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of so long as all the First Lien Collateral Agent and the Second Lien Collateral Agent. If the accepting Second Lien Secured Parties do not accept shall when taken together purchase such offer after the occurrence of the first such Purchase Event or fail to close within the period specified entire aggregate amount as set forth above, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice During the period ending on the date two years after the Closing Date (the "Two-Year Period"), the Company shall not issue any additional shares of Common Stock or preferred stock (other than pursuant to (1) employee/director compensation plan(s), including options, approved by a majority of the independent directors of the Company, (2) options, warrants and convertible debt outstanding on the Effective Date, (3) warrants granted in connection with commercially standard credit/financing arrangements approved by a majority of the board of directors and exercisable, in aggregate, into no more than the number of shares representing 5% of the outstanding Common Stock on the Effective Date and (4) after complying with the provisions of Sections 6.7 and 6.8, lock-up or option agreements in connection with a definitive acquisition agreement referred to in Section 6.7 and 6.8) unless (A) the Purchaser has first been offered (subject to the enforcement preemptive rights of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) an acceleration of the First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default "Purchasers" under the First Lien Credit Preferred Stock Purchase Agreement that has not been cured or waived by referred to in Section 9.6 to maintain their pro rata ownership in the First Lien Secured Parties within 30 days of Company) the occurrence thereof right to purchase such shares (i) under terms and conditions at least as favorable to the Purchaser as those proposed to be offered to any third party or (cii) if such shares are proposed to be sold in an underwritten public offering, under terms and conditions at least as favorable to the Purchaser as those proposed to be offered in the public offering and (B) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations outstanding at the time of purchase at par, without warranty or representation or recourse, on a pro rata basis across the First Lien Secured Parties. If such right is exercised within the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Secured Parties do Purchaser does not accept such offer within ten-business days after the occurrence date of such offer. In addition, during the Two-Year Period the Company shall not without the Purchaser's consent issue additional shares of Common Stock or preferred stock to any person (other than the Purchaser) in an amount which would, when aggregated with the Common Stock or preferred stock owned by such person, provide such person with more than 20% of the first such Purchase Event or fail to close within fully diluted voting power of the period specified above, Company. For the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and purposes of this Agreement, (i) "voting power" means the ownership of shares of capital stock of the Company entitling the holder to vote for the election of directors generally, (ii) any calculation of the percentage of "voting power" shall be based (both in the numerator and denominator) on the number of shares possessing such voting power actually outstanding without regard to warrants, options or convertible securities and (iii) any calculation of the percentage of "fully diluted voting power" shall be based (both in the numerator and denominator) on the number of shares possessing such voting power that would be outstanding giving effect to the exercise or conversion of warrants, options and convertible securities.

Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) an acceleration of the First Lien Secured Obligations in accordance with the terms of the First Lien Credit Agreement, Loan Documents or (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 30 days of the occurrence thereof or (c) the commencement of an Insolvency or a Bankruptcy/Liquidation Proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may requestrequest within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Secured Obligations outstanding at the time of purchase at par(a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest and fees), and (b) in the case of First Lien Secured Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the xxxx-to-market value of such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, without warranty or representation or recourse, on a pro rata basis across recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption). In the case of any First Lien Secured PartiesObligations in respect of letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Secured Obligations, the purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (not to exceed 103% thereof) as such First Lien Secured Parties determine is reasonably necessary to secure such First Lien Secured Parties in connection with any outstanding and undrawn letters of credit. If such right is exercised within the aforementioned 30-day periodexercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Lien Secured Parties accept exercise such offerpurchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated First Lien Collateral Agent Representative and the Designated Second Lien Collateral AgentRepresentative. If none of the Second Lien Secured Parties do not accept exercise such offer right within 30 days after the occurrence of the first such date on which a Purchase Event or fail to close within the period specified aboveoccurs, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 4.05 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Security Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) an acceleration of the First Lien Secured Obligations in accordance with the terms of the First Lien Credit Agreement, Loan Documents or (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 30 days of the occurrence thereof or (c) the commencement of an Insolvency or a Bankruptcy/Liquidation Proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may requestrequest within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Secured Obligations outstanding at the time of purchase at par(a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest and fees), and (b) in the case of First Lien Secured Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the xxxx-to-market value of such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, without warranty or representation or recourse, on a pro rata basis across recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption). In the case of any First Lien Secured PartiesObligations in respect of letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Secured Obligations, the purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (not to exceed 103% thereof) as such First Lien Secured Parties determine is reasonably necessary to secure such First Lien Secured Parties in connection with any outstanding and undrawn letters of credit. If such right is exercised within the aforementioned 30-day periodexercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Lien Secured Parties accept exercise such offerpurchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated First Lien Collateral Agent Representative and the Designated Second Lien Collateral AgentRepresentative. If none of the Second Lien Secured Parties do not accept exercise such offer right within 30 days after the occurrence of the first such date on which a Purchase Event or fail to close within the period specified aboveoccurs, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 2.09 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Security Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) the occurrence and during the continuation of an acceleration Event of the First Lien Obligations Default (as defined in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by without giving effect to any amendment thereto during the continuation of such Event of Default) under any First Lien Secured Parties within 30 days of the occurrence thereof Debt Document or (cb) the commencement of an Insolvency or Liquidation Proceeding (eacheach of clauses (a) and (b), a “Purchase Event”), within thirty (30) days of the Purchase Event (provided that, in the case of clause (a) of the definition of “Purchase Event”, such 30-day period shall be deemed to have commenced upon the occurrence of an Event of Default under any First Lien Debt Document but the expiration of such 30-day period shall be tolled until such time as the Second Lien Collateral Agent receives written notice of such Event of Default from any Person (a “Purchase Event Notice”), at which time such 30-day period shall reset and commence), the Required Second Lien Debtholders (as defined in the Second Lien Collateral Trust Agreement) may request (provided that after fifteen (15) days of the Purchase Event, one or more of the Second Lien Secured Parties may request), and the First Lien Secured Parties hereby offer such Persons the Second Lien Secured Parties the option, option to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations (including unfunded commitments under any First Lien Debt Document) outstanding at the time of purchase purchase, at par, and, in the case of any First Lien Obligations under any Secured Hedge Agreement or Permitted Secured Commodity Swap Contract, the amount that would be payable by the relevant Credit Party thereunder if such Credit Party were to terminate such Secured Hedge Agreement and/or Permitted Secured Commodity Swap Contract on the date of the purchase or, if not terminated an amount determined by the relevant First Lien Secured Party to be necessary to collateralize its credit risk arising out of such agreement and, if applicable, the Cash Collateral to be furnished to the First Lien Secured Parties providing Letters of Credit under the First Lien Debt Documents in such amounts (not to exceed 105% thereof) as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection with any such outstanding and undrawn letters of credit), without warranty or representation or recourse, on a pro rata basis across recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Secured PartiesCredit Agreement)), but, in each case, excluding any early termination fee, prepayment premium, prepayment fee or other similar fee payable pursuant to the First Lien Debt Documents. If such right is exercised within the aforementioned 30-day periodexercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Lien Secured Parties accept exercise such offerpurchase right, it shall be exercised pursuant to customary Loan Syndications & Trading Association documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agentterms. If none of the Second Lien Secured Parties do not accept exercise such offer after the occurrence of the first such Purchase Event or fail to close within the period specified aboveright, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Loan Debt Documents and this Agreement. Each First Lien Secured Party will retain all rights to indemnification provided in the relevant First Lien Debt Document for all claims relating to period prior to the purchase of the First Lien Obligations pursuant to this Section 5.07.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured PartiesSenior Claimholders’ remediesremedies under the Senior Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties Senior Claimholders agree that at any time during following the 30-day period following written notice from the Agent earliest to occur of (i) an acceleration of any of the following: (a) an acceleration of the First Lien Senior Obligations in accordance with the terms of the First Lien Credit Agreementapplicable Senior Loan Documents, (bii) a payment default under the First Lien Credit Agreement Senior Payment Default that has not been cured or waived by the First Lien Secured Parties applicable Senior Claimholders within 30 60 days of the occurrence thereof or thereof, (ciii) the commencement of an any Insolvency or Liquidation Proceeding with respect to any Grantor, (eachiv) the occurrence and continuation of an event of default under the Third Lien Loan Documents, or (v) any request by any Senior Collateral Agent for the release of the Third Lien Collateral Agent’s Liens on the Collateral (other than in accordance with Section 6.1(b) at any time when no default or event of default exists under any Senior Loan Documents or the Third Lien Loan Documents) (each a “Purchase Event”), one or more of then the Second Third Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties Claimholders shall have the option, but not the obligation, to elect to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Senior Obligations outstanding at the time of purchase at par, without warranty or representation or recourserecourse except as provided in Section 6.7(d), on and assume all, but not less than all, of the then existing funding commitments, if any, under the Senior Loan Documents by giving a pro rata basis across written notice (the First Lien Secured Parties. If such right is exercised within “Purchase Notice”) to each Senior Representative no later than the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten tenth (1010th) Business Days Day after the Third Lien Claimholders receive notice of the request. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Secured Parties do not accept such offer after the occurrence of the first Purchase Event. A Purchase Notice once delivered shall be irrevocable. Such Purchase Notice may be delivered by less than all of the Third Lien Claimholders so long as all such Purchase Event or fail to close within the period specified Third Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement...

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured PartiesSenior Claimholders’ remediesremedies under the Senior Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties Senior Claimholders agree that at any time during following the 30-day period following written notice from the Agent earliest to occur of (i) an acceleration of any of the following: (a) an acceleration of the First Lien Senior Obligations in accordance with the terms of the First Lien Credit Agreementapplicable Senior Loan Documents, (bii) a payment default under the First Lien Credit Agreement Senior Payment Default that has not been cured or waived by the First Lien Secured Parties applicable Senior Claimholders within 30 60 days of the occurrence thereof or thereof, (ciii) the commencement of an any Insolvency or Liquidation Proceeding with respect to any Grantor, (eachiv) the occurrence and continuation of an event of default under the Third Lien Loan Documents, or (v) any request by any Senior Collateral Agent for the release of the Third Lien Collateral Agent’s Liens on the Collateral (other than in accordance with Section 6.1(b) at any time when no default or event of default exists under any Senior Loan Documents or the Third Lien Loan Documents) (each a “Purchase Event”), one or more of then the Second Third Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties Claimholders shall have the option, but not the obligation, to elect to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Senior Obligations outstanding at the time of purchase at par, without warranty or representation or recourserecourse except as provided in Section 6.7(d), on and assume all, but not less than all, of the then existing funding commitments, if any, under the Senior Loan Documents by giving a pro rata basis across written notice (the First Lien Secured Parties. If such right is exercised within “Purchase Notice”) to each Senior Representative no later than the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten tenth (1010th) Business Days Day after the Third Lien Claimholders receive notice of the request. If the Second Lien Secured Parties accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Secured Parties do not accept such offer after the occurrence of the first Purchase Event. A Purchase Notice once delivered shall be irrevocable. Such Purchase Notice may be delivered by less than all of the Third Lien Claimholders so long as all such Purchase Event or fail to close within the period specified Third Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Secured PartiesClaimholders’ remediesremedies under the First Lien Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Secured Parties Claimholders agree that at any time during following the 30-day period following written notice from the Agent earliest to occur of any of the following: (ai) an acceleration of any of the First Lien Obligations in accordance with the terms of the applicable First Lien Credit AgreementLoan Documents, (bii) a payment default under the any First Lien Credit Agreement Loan Document that has not been cured or waived by the applicable First Lien Secured Parties Claimholders within 30 60 days of the occurrence thereof or thereof, (ciii) the commencement of an any Insolvency or Liquidation Proceeding with respect to any Grantor, (eachiv) the occurrence and continuation of an event of default under any Second Lien Loan Documents, or (v) any request by any First Lien Collateral Agent for the release of any Second Lien Collateral Agent’s Liens on the Collateral (other than in accordance with Section 5.1(b) at any time when no default or event of default exists under any First Lien Loan Documents or any Second Lien Loan Documents) (each a “Purchase Event”), one or more of then the Second Lien Secured Parties may request, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties Claimholders shall have the option, but not the obligation, to elect to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations outstanding at the time of purchase at par, without warranty or representation or recourserecourse except as provided in Section 5.7(d), on a pro rata basis across the First Lien Secured Parties. If such right is exercised within the aforementioned 30-day periodand assume all, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days not less than all, of the request. If the Second Lien Secured Parties accept such offerthen existing funding commitments, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second Lien Collateral Agent. If the Second Lien Secured Parties do not accept such offer after the occurrence of the first such Purchase Event or fail to close within the period specified aboveif any, the First Lien Secured Parties shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with under the First Lien Loan Documents and this Agreementby giving a written notice (the “Purchase Notice”) to each First Lien Representative no later than the tenth (10th) Business Day after the Second Lien Claimholders receive notice of the occurrence of the Purchase Event. A Purchase Notice once delivered shall be irrevocable. Such Purchase Notice may be delivered by less than all of the Second Lien Claimholders so long as all such Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.