Repurchase and Cancellation of Notes Sample Clauses

Repurchase and Cancellation of Notes. The Co-Issuers will not purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the Outstanding Notes except upon the redemption of the Notes in accordance with the terms of this Indenture and the Notes. The Co-Issuers will promptly cancel all Notes acquired by them pursuant to any payment, purchase, redemption, prepayment or other acquisition of Notes pursuant to any provision of this Indenture and no Notes may be issued in substitution or exchange for any such Notes.
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Repurchase and Cancellation of Notes. (a) Subject to the terms and conditions of this Agreement, the Company agrees to pay to the Existing Noteholders a total purchase price equal to US$50,000,000 (the “Purchase Consideration”) and issue the Warrants to the Purchasers in full satisfaction and discharge of any payment or other obligations under the Notes, including any obligation arising from or under the Indenture, that certain Pledge and Security Agreement, dated January 11, 2008, by and between DB Trustee (Hong Kong) Limited, as collateral agent (as amended from time to time, the “Pledge Agreement”) (along with any financing statements or registrations being referred to therein as the “Security Documents”), that certain Non-Competition Covenant Agreement, dated January 11, 2008 (the “Non-Competition Agreement”), and that certain Side Letter Agreement, dated November 23, 2008, as amended on April 30, 2009 (as amended from time to time, the “Side Letter,” and together with the Notes, the Indenture, the Securities Documents, and the Non-Competition Agreement, the “Existing Documents”).
Repurchase and Cancellation of Notes. Subject to the terms and conditions of this Agreement, the Company agrees to pay to Citadel a total purchase price equal to US$47,500,000 (the “Purchase Consideration”) in full satisfaction of any payment or other obligations under the Notes. At or prior to 10:00 a.m. (New York City time) on October 30, 2009 (the “First Closing Date”), US$27,000,000 of the Purchase Consideration (the “First Purchase Consideration”) shall be payable in cash by wire transfer in immediately available funds to such bank account or accounts as Citadel shall have beforehand designated to the Company (the “Citadel Account”). At or prior to 10:00 a.m. (New York City time) on November 16, 2009 (the “Second Closing Date,” and together with the First Closing Date, the “Closing Dates”), the remaining US$20,500,000 of the Purchase Consideration (the “Second Purchase Consideration”) shall be payable in cash by wire transfer in immediately available funds to the Citadel Account. Promptly upon receipt of the First Purchase Consideration, and in any event no later than 5:00 p.m. of the next business day following such receipt, Citadel shall instruct its applicable agents to surrender by book-entry transfer to the Trustee 56.8421% of all of the outstanding Notes in an aggregate principal amount of US$28.42 million for cancellation. Promptly upon receipt of the Second Purchase Consideration, and in any event no later than 5:00 p.m. of the next business day following such receipt, Citadel shall instruct its applicable agents to surrender by book-entry transfer to the Trustee the remaining 43.1579% of all of the outstanding Notes in an aggregate principal amount of US$21.58 million for cancellation. Citadel agrees to the repurchase described in this Agreement, and acknowledges that the Purchase Consideration constitutes full and adequate consideration for all of the Notes.

Related to Repurchase and Cancellation of Notes

  • Cancellation of Notes Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver the Note to the Indenture Trustee and the Indenture Trustee will promptly cancel it. The Issuer may surrender to the Indenture Trustee for cancellation Notes previously authenticated and delivered under this Indenture which the Issuer may have acquired, and the Indenture Trustee will promptly cancel them. No Notes will be authenticated in place of or in exchange for Notes cancelled as stated in this Section 2.10. The Indenture Trustee may hold or dispose of cancelled Notes according to its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it.

  • Repurchase of Notes upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • Repurchase of Notes Neither the Company nor any Restricted Subsidiary or Affiliate, directly or indirectly, may repurchase or make any offer to repurchase any Notes unless the offer has been made to repurchase Notes, pro rata, from all holders of the Notes at the same time and upon the same terms. In case the Company repurchases any Notes, such Notes shall thereafter be cancelled and no Notes shall be issued in substitution therefor.

  • Cancellation of Notes Paid, Etc All Notes surrendered for the purpose of payment, repurchase, conversion, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request. If the Company shall acquire any of the Notes, such acquisition shall not operate as satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

  • Cancellation of Notes Paid, Converted, Etc The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

  • Redemption of Notes Section 10.01. Redemption...................................................................53 Section 10.02. Form of Redemption Notice....................................................54 Section 10.03. Notes Payable on Redemption Date.............................................54

  • Optional Redemption of Notes Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

  • Acceleration of Notes If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

  • REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

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