The Transactions Sample Clauses

The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall from time to time as requested by Seller, enter into Transactions with an aggregate Purchase Price for all Purchased Loans acquired by Buyer not to exceed the Maximum Aggregate Purchase Price. Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Maximum Aggregate Purchase Price. Buyer and Seller agree that the Purchased Loans transferred to Buyer in any Transaction hereunder may include Eligible Loans which are Wet Loans (subject to any applicable sub-limits regarding Wet Loans set forth herein or any Program Document). (b) Unless otherwise agreed, Seller shall request that Buyer enter into a Transaction by delivering (i) to Buyer, Custodian and Disbursement Agent a Transaction Notice, (ii) to Buyer, Custodian and Disbursement Agent an estimate of the Purchase Price for Eligible Loans to be purchased on the Purchase Date (which estimate may be included in a Transaction Notice) and (iii) to Custodian, the Mortgage Files for each such Eligible Loan proposed to be included in a Transaction by the times set forth in the Custodial Agreement, each in accordance with the times specified in the Custodial Agreement. Each Transaction Notice shall specify the proposed Purchase Date, Purchase Price, Pricing Rate and Repurchase Date. In addition, each Transaction Notice shall set forth the related Purchase Price allocable to each individual Loan. Each Transaction Notice shall clearly indicate those Loans that are intended to be Wet Loans and Dry Loans and include a Loan Schedule in respect of the Loans that Seller proposes to include in the related Transaction. Buyer shall notify Seller of its agreement to enter into a Transaction and confirm the terms of such Transaction by delivering to Seller a Funding Notice specifying the Loans Buyer agrees to purchase on the related Purchase Date, and any other terms of the related Transaction. In the event of a conflict between the terms set forth in the Transaction Notice delivered by Seller to Buyer and Custodian and the terms set forth in the related Funding Notice delivered by Buyer to Seller, the terms of the related Funding Notice shall control. In the event of a conflict between the terms set forth in this Agreement and the terms set forth in any Funding Notice, the terms of such Funding Notice shall control to the extent that the Funding Notice notes such conflict an...

The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall not have any obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Eligible Assets hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. (b) Subject to the terms and conditions of the Program Documents, the Purchaser may enter into Transactions; provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the Maximum Aggregate Purchase Price. (c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time”): Purchased Asset Type Required Delivery Items Required Delivery Time Required Recipient Required Purchase Time Eligible Mortgage Loan Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser, Agent and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction Custodian The date on which any notice pursuant to this Section 3(c) is given is known as the “Notice Date”. By submitting a Seller Mortgage Loan Schedule, Seller hereby agrees that it shall be deemed to have made all of the representations and warranties set forth in the form of Transaction Notice attached as Exhibit C hereto. (d) Upon Seller’s request to enter into a Transaction pursuant to Section 3(c) and assuming all conditions precedent set forth in this Section 3 and in Sections 10(a) and (b) have been met, and provided no Default or Event of Default shall have occurred and be continuing, on the requested Purchase Date, Purchaser shall, in the case of a Transaction wit...

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an aggregate of 1,650,000 shares (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 per share, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”). The Purchased Shares and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 20...

The Transactions. (i) Immediately prior to the consummation of the Sub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the General Corporation Law of Delaware ("DELAWARE LAW"), whereupon the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto. (A) The certificate of incorporation of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Time, which shall occur immediately prior to the Closing: (i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the Wisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon the separate existence of Merger Sub One shall cease,...

The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan, (a) LGE will purchase from the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operatio...

The Transactions. Subject to the terms and conditions of this Agreement, the Parties shall effect the following transactions (collectively, the “Transactions”): (a) Prior to the Chilean Effective Time, (i) by means of one or more capital increases, Itaú Chile shall offer to sell such number of shares of its common stock to its shareholders, and Itaú Parent shall, or shall cause one of its Subsidiaries to, subscribe for such shares in an amount necessary such that, the capital increase(s) will result in aggregate proceeds to Itaú Chile of U.S.$652 million (the “Capital Raise”) and (ii) Corp Group Parent will sell or otherwise transfer 5,208,344,218 shares of CorpBanca to non-Affiliates. (b) Prior to the Chilean Effective Time, Itaú Parent may elect to form or cause to be formed Itaú Holdco, a new company (sociedad por acciones) organized under the laws of Chile and wholly-owned directly or indirectly by Itaú Parent to hold Itaú Parent’s shares of CorpBanca Common Stock or it may hold such shares through one or more of its wholly owned subsidiaries (any such companies, collectively, “Itaú Holding Company” and, together with Corp Group Banking and SAGA, the “Holding Companies”). (c) At the Chilean Effective Time, Itaú Chile shall merge with and into CorpBanca in accordance with the provisions of the Chilean Companies Law (the “Chilean Merger”). CorpBanca shall be the surviving corporation in the Chilean Merger and shall be governed by the laws of Chile. Upon consummation of the Chilean Merger, the separate corporate existence of Itaú Chile shall cease, and all assets and liabilities of Itaú Chile shall be assumed by CorpBanca. Effective as of the Chilean Effective Time, Itaú Parent, the Holding Companies, Corp Group Holding and Corp Group Parent shall enter into a shareholders’ agreement (the “Shareholders Agreement”) in the form attached as Exhibit 1. (d) As soon as practicable after the Chilean Effective Time, (i) CorpBanca shall have made an offer to purchase from the other minority shareholders of CorpBanca Colombia that are party to the CorpBanca Colombia Shareholders Agreement all of the outstanding shares of CorpBanca Colombia owned by such minority shareholders, and (ii) subject to Section 1.6, CorpBanca shall purchase from Corp Group Parent all of the outstanding shares of CorpBanca Colombia owned by Corp Group Parent, in each case at a price equal to U.S.$3.5367 per share (which is U.S.$330,000,000 for Corp Group Parent and U.S.$ 564,000,000 for such minority shareho...

The Transactions a. The related Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. In addition, the related Seller may request a Purchase Price Decrease on any Business Day when REO Property is to be sold by the REO Subsidiary by providing a Purchase Price Decrease Notice, and shall pay the portion of the related Repurchase Price attributable to the Purchase Price Decrease. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The related Seller is obligated to obtain the Purchased Assets from Buyer or its designee (including the Custodian) at the related Seller's expense on (or after) the related Repurchase Date. b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the related Seller on the 1st day of each month (or, if such 1st day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the related Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the related Seller at least one (1) Business Day prior to any Repurchase Date; provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter. Notwithstanding anything to the contrary herein, a partial payment of Repurchase Price with respect to REO Stock shall not result in a transfer to any Seller of the REO Stock but instead shall result in the REO Subsidiary being entitled to convey each REO Property to which the Purchase Price Decrease relates. c. Any Seller may repurchase Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets provided Buyer receives the requisite loan level information and repurchase req...

The Transactions. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any Person other than Holdings, any Borrower or any Guarantor, such Collateral will be free and clear of the Liens created by the Loan Documents, and the Administrative Agent will take, and each Lender hereby authorizes the Administrative Agent to take, any actions reasonably requested by any Borrower in order to evidence the foregoing, in each case, in accordance with Section 10.18.

The Transactions. The Parties confirm their intention that, on and subject to the terms and conditions of this Participation Agreement, they shall carry out the following transactions, and enter into and deliver the following agreements and instruments (such agreements and instruments herein referred to collectively as the "Transaction Documents") at a closing to occur on October 18, 1999 the ("Closing") and, where appropriate, at a further closing (the "Subsequent Closing") to occur within five Business Days following the satisfaction of the conditions set out in Section 6(c), in each case as provided for in Section 2(b) below: (i) the entering into, at the Closing, between each of Telematica, TCW, IFC and Glacier, and the Company of a Stock Purchase Agreement in the form of Exhibit A to this Participation Agreement (each a "CCI Stock Purchase Agreement" and, collectively, the "CCI Stock Purchase Agreements"), and the purchase and sale, pursuant to such CCI Stock Purchase Agreements, of 7,733,332 shares in the aggregate of Series C Convertible Preferred Stock issued by the Company and having the rights and preferences set out in Schedule 2 to this Participation Agreement (the "Rights and Preferences of Series C Shares") for an aggregate purchase price, in cash or other immediately available funds, of Fifty-Eight Million United States Dollars (US$58,000,000), such purchases and sales of Series C Shares to occur as follows: (A) the purchase by and sale to Telematica of an aggregate of 3,333,333 Series C Shares pursuant to its CCI Stock Purchase Agreement, 2,000,000 being purchased and sold at the Closing and 1,333,333 being purchased and sold at the Subsequent Closing, in each case for a purchase price per share of Seven and 50/100 United States Dollars (US$7.50), being an aggregate purchase price of Twenty Five Million United States Dollars (US$25,000,000), Fifteen Million United States Dollars (US$15,000,000) being payable at the Closing and Ten Million United States Dollars (US$10,000,000) being payable at the Subsequent Closing, (B) the purchase by and sale to TCW of an aggregate of 3,333,333 Series C Shares pursuant to its CCI Stock Purchase Agreement, 2,000,000 being purchased and sold at the Closing and 1,333,333 being purchased and sold at the Subsequent Closing, in each case for a purchase price per share of Seven and 50/100 United States Dollars (US$7.50), being an aggregate purchase price of Twenty Five Million United States Dollars (US$25,000,000), Fifteen Millio...