Tender of Notes. Each of the Stockholders listed on Schedule 1(g) hereto hereby agrees that it shall tender promptly its Notes into the separate tender offers for the Notes (the "Notes Tender Offers") being made by Parent or its designee concurrently with the Offer pursuant to the Offer to Purchase and Consent Solicitation Statement dated September 28, 2001 (as amended or supplemented from time to time, the "Notes Offer to Purchase"), and in any event no later than the tenth business day following the commencement of the Notes Tender Offers pursuant to Section 1.2 of the Merger Agreement, and that such Stockholder shall not withdraw any Notes so tendered unless the Notes Tender Offers are terminated or have expired. Parent or its designee hereby agrees to purchase all the Notes so tendered at a purchase price (per $1,000 principal amount) as set forth in the Notes Offer to Purchase or any higher price that may be paid in the Notes Tender Offers; provided, however, that Parent's or its designee's obligation to accept for payment and pay for the Notes in the Notes Tender Offers is subject to all the terms and conditions of the Notes Tender Offers set forth in the Merger Agreement and Annex I thereto.
Tender of Notes. (a) Demand Tender Option for Notes in a Floating Interest Rate Mode. Any Note in the Daily or Weekly Interest Rate Mode is subject to tender and purchase upon demand by the Beneficial Owner thereof on any Business Day selected by such Beneficial Owner as hereinafter provided, at the purchase price of par plus accrued interest, upon notice to the applicable Remarketing Agent and to such Beneficial Owner's DTC participant on a Business Day not later than (i) one (1) Business Day prior to the specified purchase date, in the case of any Note in the Daily Interest Rate Mode, or (ii) seven days prior to the specified purchase date, in the case of any Note in the Weekly Interest Rate Mode; provided, however, that in either such case if the date selected for purchase is not a Business Day, the purchase date shall be the next succeeding Business Day. Such notice shall (A) state the principal amount (or portion thereof) of such Note to be purchased, (B) state the purchase date on which such Note will be purchased, and (C) irrevocably request such purchase. Upon giving such notice, the Beneficial Owner of such Note will be deemed to have irrevocably tendered such Note for remarketing as described below. Notes may only be tendered in amounts of $100,000 and integral multiples thereof and no Notes will be purchased in part if such partial purchase would result in the principal amount of any Notes of a Beneficial Owner outstanding being in any denomination of less than $100,000 or an integral multiple thereof.
Tender of Notes. The tender by a Holder of Notes (and subsequent acceptance of such tender by Xxxxx Beauty) pursuant to one of the procedures set forth below will constitute a binding agreement between such Holder and Xxxxx Beauty in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal. The procedures by which Notes may be tendered by Holders who are not the registered Holder will depend upon the manner in which the Notes are held.
Tender of Notes. (a) Noteholder hereby agrees, pursuant to the terms and subject to the conditions set forth in this Agreement, to validly tender (or cause the record owner of such Notes to validly tender) to Buyer or its affiliated assignee designated in an Exercise Notice (defined below) all of Noteholder's Notes in exchange for (i) payment in cash in an amount (the "Subordinated Note Cash Consideration") equal to 0.13 times the principal amount of such holder's Restructured Subordinated Notes, less any amount distributed in cash by UAC to the holder of Subordinated Notes prior to the Buyout Date (defined below) and (ii) Noteholder's ratable portion of any Additional Consideration as defined and as provided in the Memorandum.
Tender of Notes. Eligible Holders that hold Notes Claims and that exercise their Subscription Rights are required to cause their Nominees to tender their Notes to an account of the Rights Offering Subscription Agent in accordance with DTC’s ATOP procedures. If the Holder exercises its Subscription Rights only in part, then, for purposes of participation in the Rights Offering, the Holder is only required to tender its Notes in proportion to the Subscription Rights being exercised. If the Holder holds Notes in more than one class or series, and is exercising its Subscription Rights, the tender of Notes in each class or series must be in proportion to the Subscription Rights being exercised in respect of the corresponding Notes Claims.
Tender of Notes. Unless this Agreement shall have been terminated in accordance with its terms, Thomas H. Lee Equity Fund IV, L.P. will tender the aggregate principxx xxxxxx xx the Notes held by it, pursuant to and in accordance with the terms of the Debt Tender.
Tender of Notes. (a) Noteholder hereby agrees, pursuant to the terms and subject to the conditions set forth in this Agreement, to validly tender (or cause the record owner of such Notes to validly tender) to Buyer or its affiliated assignee designated in an Exercise Notice (defined below) all of Noteholder's Notes in exchange for (i) payment in cash in an amount (the "Senior Note Cash Consideration") equal to 100% of the principal balance of the Restructured Senior Notes at closing of the Buyout plus accrued interest thereon as of such date. No additional consideration shall be paid for the Accrual Notes.
