The Purchase Contracts Sample Clauses

The Purchase Contracts. SECTION 5.1.Purchase of Shares of Common Stock.Each Purchase Contract shall, unless a Termination Event or an Early Settlement in accordance with Section 5.9 hereof or a Fundamental Change Early Settlement in accordance with Section 5.6(b)(ii) hereof has occurred with respect to the Units of which such Purchase Contract is a part, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Purchase Contract Settlement Date, for $50 in cash (the “Purchase Price”), a number of newly‑issued shares of Common Stock determined by reference to the applicable Settlement Rate. The applicable “Settlement Rate” shall be determined as follows:
The Purchase Contracts. Section V.1. Purchase of Shares of Georgia-Pacific Group Stock. Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of shares of Georgia-Pacific Group Stock equal to the Settlement Rate unless, prior to or on the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to: (1) if the Applicable Market Value (as defined below) equals or exceeds $. (the "Threshold Appreciation Price"), . shares of Georgia- Pacific Group Stock per Purchase Contract; (2) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $. (the "Reference Price"), the number of shares of Georgia-Pacific Group Stock having a value, based on the Applicable Market Value, equal to the Stated Amount; and (3) if the Applicable Market Value is less than or equal to the Reference Price, . shares of Georgia-Pacific Group Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.11, no fractional shares of Georgia-Pacific Group Stock will be issued upon settlement of Purchase Contracts. The "Applicable Market Value" means the average of the Closing Price per share of Georgia-Pacific Group Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date. The "Closing Price" per share of Georgia-Pacific Group Stock on any date of determination means:
The Purchase Contracts. The Purchase Contracts have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Purchase Contract Agreement and in accordance with the terms of this Agreement, will be duly and validly issued and outstanding and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as limited by the Enforceability Exceptions. The Purchase Contracts will be in the form contemplated by, and will be entitled to the benefits of the Purchase Contract Agreement; the Purchase Contracts will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package, and the Prospectus; and the issuance of the Purchase Contracts is not subject to preemptive or similar rights.
The Purchase Contracts. Section 401. Execution and Delivery of Purchase Contracts. Purchase Contracts, whenever issued by the Corporation, may be issued in definitive or global registered form, shall be dated the date of countersignature and execution thereof by the Agent and (a) if a Purchase Contract forms part of a Definitive Capital Unit, shall be printed on the form of the Capital Unit Certificate evidencing such Definitive Capital Unit or (b) if a Purchase Contract forms part of a Book-Entry Capital Unit, shall be represented by a Global Purchase Contract relating to such Book-Entry Capital Unit in the form set forth in Exhibit A hereto. The Purchase Contracts shall be executed on behalf of the Corporation by the Chairman or Vice Chairman of its Board of Directors, its President, General Counsel, Chief Financial Officer, Treasurer, Secretary, Assistant Secretary or any Managing Director, and may, but need not, be attested. The signatures of any of these officers may be manual or facsimile. No Purchase Contract shall be valid until it has been countersigned by the manual signature of the Agent and executed on behalf of the Holder by the manual or facsimile signature of the Agent. Such countersignature by the Agent upon, and execution by the Agent of, any Purchase Contract executed by the Corporation shall be conclusive evidence, and the only evidence, that the Purchase Contract so countersigned and executed has been duly issued and delivered hereunder. In case any officer of the Corporation who shall have signed any of the Purchase Contracts either manually or by facsimile signature shall cease to be such officer before any Purchase Contract so signed shall have been countersigned, executed on behalf of the Holder and delivered by the Agent or, if applicable, before the Debenture that is part of the same Capital Unit shall have been authenticated by the Trustee, such Purchase Contracts nevertheless may be countersigned and delivered as though the person who signed such Purchase Contracts had not ceased to be such officer of the Corporation; and any Purchase Contract may be signed on behalf of the Corporation by such persons as, at the actual date of the execution thereof, shall be the proper officers of the Corporation, although at the date of the execution of this Agreement any such person was not such an officer. Section 402. Further Provisions Relating to Issuance of Purchase Contracts. Purchase Contracts relating to the purchase of an aggregate of not more than 134,000 D...
The Purchase Contracts. Section 5.1 Purchase of Shares of Common Stock...................................................... 32 Section 5.2 Payment of Purchase Price............................................................... 33 Section 5.3 Issuance of Shares of Common Stock...................................................... 37 Section 5.4 Adjustment of Settlement Rate........................................................... 38 Section 5.5 Notice of Adjustments and Certain Other Events.......................................... 43 Section 5.6 Termination Event; Notice............................................................... 44 Section 5.7 Early Settlement........................................................................ 44 Section 5.8 Early Settlement Upon Merger............................................................ 46 Section 5.9 Charges and Taxes....................................................................... 48 Section 5.10 No Fractional Shares.................................................................... 48
The Purchase Contracts. Section 501. Purchase of Shares of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 502. Contract Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 503. Deferral of Payment Dates For Contract Fee . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 504. Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 505. Issuance of Shares of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 506. Adjustment of Settlement Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 507. Notice of Adjustments and Certain Other Events . . . . . . . . . . . . . . . . . . . . . . 24 Section 508. Termination Event; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 509. Early Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 510. No Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 511. Charges and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
The Purchase Contracts. Section V.1. Purchase of Shares of Common Stock. Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to (a) if the Applicable Market Value (as defined below) is equal to or greater than $[_______] (the "Threshold Appreciation Price"), [_______] shares of Common Stock per Purchase Contract, (b) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $[_______], the number of shares of Common Stock equal to the Stated Amount divided by the Applicable Market Value and (c) if the Applicable Market Value is less than or equal to $[_______], [_______] shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.10, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. The "Applicable Market Value" means the average of the Closing Price per share of Common Stock on each of the 20 Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date. The "Closing Price" of the Common Stock on any date of determination means (i) the closing sale price (or, if no closing price is reported, the last reported sale price) of the Common Stock on the Nasdaq National Market on such date, (ii) if the Common Stock is not listed for trading on the Nasdaq National Market on any such date, the closing sale price as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, (iii) if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization or (iv) if such bid price is not available, the average of the mid-point of the last bid and ask prices of the Common Stock on such date from at least three natio...
The Purchase Contracts