Common use of Purchase of Notes Clause in Contracts

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 13 contracts

Samples: Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (SOUTH JERSEY GAS Co)

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Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made Section 13.2(b); provided that if an Affiliate which does not Control and is not Controlled by the Company or an Affiliate pro rata to the holders has so acquired any of the Notes upon the same terms and conditionsoutstanding Notes, such acquisition shall not constitute an Event of Default. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 13 contracts

Samples: Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (ai) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the Notes Section 8 or Section 12.1, or (bii) pursuant to a written offer to purchase any outstanding Notes of such Series made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement Agreement, and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 5 contracts

Samples: Senior Secured Note Purchase Agreement (Encore Capital Group Inc), Intercreditor Agreement (Encore Capital Group Inc), Senior Secured Note Purchase Agreement (Encore Capital Group Inc)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes Notes, or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 4 contracts

Samples: Private Shelf Agreement (Miller Herman Inc), Note Purchase Agreement (Miller Herman Inc), Note Purchase Agreement (Miller Herman Inc)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase including, without limitation, any outstanding Notes made by the Company or an Affiliate pro rata to the holders prepayment of the Notes upon the same terms and conditionscontemplated in connection with a Debt Offered Prepayment Application or a Change in Control accepted by any holder of Notes). The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 3 contracts

Samples: Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp), Purchase Agreement (Invacare Corp)

Purchase of Notes. The Company Obligors will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or Notes, and (bii) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company Obligors will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections, Inc.), Assumption and Exchange Agreement (Waste Connections US, Inc.)

Purchase of Notes. The Except as may be agreed to by a Noteholder or Noteholders in connection with an offer made to all Noteholders on the same terms and conditions, the Company will shall not and will shall not permit any Affiliate to purchase, redeem, prepay redeem or otherwise acquire, directly or indirectly, any of the outstanding Outstanding Notes except (a) upon the payment or prepayment redemption of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditionsIndenture. The Company will promptly cause the Trustee to cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment redemption or purchase of Notes pursuant to any provision of this Agreement the Indenture and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Supplemental Indenture (ITC Holdings Corp.), ITC Holdings Corp.

Purchase of Notes. The Company Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of the Notes or any series thereof upon the same terms and conditions. The Company Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Note Purchase Agreement (El Paso Pipeline Partners, L.P.), Note Purchase Agreement (El Paso Pipeline Partners, L.P.)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes of all Series upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or Notes, and (bii) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. Waste Connections, Inc. Note Purchase Agreement

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes Section 8 or Section 12.1, or (bii) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement Agreement, and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Note Purchase Agreement (Encore Capital Group Inc), Indemnity and Contribution Agreement (Encore Capital Group Inc)

Purchase of Notes. The Company will not not, and will not permit any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes Notes, or (bii) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement Agreement, and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Note Purchase Agreement (LTC Properties Inc), Note Purchase Agreement (LTC Properties Inc)

Purchase of Notes. The Company will not not, and will not permit any Affiliate to of its Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (bii) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 2 contracts

Samples: Private Shelf Agreement (Hillenbrand, Inc.), Private Shelf Agreement (Hillenbrand, Inc.)

Purchase of Notes. The Company will not and will not permit any Affiliate of its controlled Affiliates or the Parent to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it it, any of its controlled Affiliates or any Affiliate the Parent pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (American Water Works Company, Inc.)

Purchase of Notes. The Company will not and will not permit any controlled Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes time outstanding upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate controlled Affiliate, pursuant to any payment, prepayment or purchase of such Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (DENTSPLY SIRONA Inc.)

Purchase of Notes. The Company will not and will not permit any Affiliate controlled directly or indirectly by the Company or any of its Subsidiaries to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditionsNotes. The Company will promptly cancel all Notes acquired by it or any Affiliate controlled directly or indirectly by the Company or any of its Subsidiaries pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Ameron International Corp)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. Stericycle, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Stericycle Inc)

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Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders Holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. Xxxxx Xxxxxx Gas Company Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co)

Purchase of Notes. The Company will not and will not permit any Affiliate that it Controls to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate it Controls pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Cleveland Cliffs Inc)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Credit Agreement (Sigma Aldrich Corp)

Purchase of Notes. The Except as may be agreed to by a Noteholder or Noteholders in connection with an offer made to all Noteholders on the same terms and conditions, the Company will shall not and will shall not permit any Affiliate to purchase, redeem, prepay redeem or otherwise acquire, directly or indirectly, any of the outstanding Notes Outstanding Notes, except (a) upon the payment or prepayment redemption of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditionsIndenture. The Company will promptly cause the Trustee to cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment redemption or purchase of Notes pursuant to any provision of this Agreement the Indenture and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (ITC Holdings Corp.)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Avon Products Inc)

Purchase of Notes. The Company will not and will not permit any Restricted Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement the Agreements (including any Supplement thereto) and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditionsNotes. The Company will promptly cancel all Notes acquired by it or any Restricted Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement the Agreements and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Marcus Corp)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made Section 13.2(b); provided that if an Affiliate which does not Control and is not Controlled by the Company or an Affiliate pro rata to the holders has so acquired any of the Notes upon the same terms and conditionsoutstanding Notes, such acquisition shall not constitute an Event of Default. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. SCHEDULE A-21 (To Note Purchase Agreement)

Appears in 1 contract

Samples: Note Purchase Agreement (InfraREIT, Inc.)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase including, without limitation, any outstanding Notes made by the Company or an Affiliate pro rata to the holders prepayment of the Notes upon the same terms and conditionscontemplated in connection with a Debt Offered Prepayment Application accepted by any holder of Notes). The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Sunrise Medical Inc)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders Holders of the Notes upon the same terms and conditions. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.. South Jersey Gas Company Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co)

Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase including, without limitation, any outstanding Notes made by the Company or an Affiliate pro rata to the holders prepayment of the Notes upon the same terms and conditionscontemplated in connection with a Debt Offered Prepayment Application or a Change in Control accepted by any holder of Notes). The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Invacare Corp)

Purchase of Notes. The Company will not not, and will not permit any Affiliate to directly or indirectly controlled by the Company or any direct or indirect parent of the Company to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement (including any Supplement) and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of the Notes upon the same terms and conditionssuch Series. The Company will promptly cancel all Notes acquired by it or any Affiliate directly or indirectly controlled by the Company or any direct or indirect parent of the Company pursuant to any payment, payment or prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Appears in 1 contract

Samples: Note Purchase Agreement (Essential Utilities, Inc.)

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