Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __, 2001, by notice to Purchaser not later than ____ a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $______ and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free of any adverse claim, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
Appears in 1 contract
Samples: Purchase Agreement (Fourth Automatic Common Exchange Security Trust)
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __February 22, 20012002, by notice to Purchaser not later than ____ 10:00 a.m. on the date to which the Exchange Date is accelerated, and the number of Contract Shares and amount of cash to be delivered pursuant to Section 1.3(c) shall be calculated as of such accelerated Exchange Date; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ 10:00 a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by the Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $[______ ___] [INSERT AGGREGATE REGULAR QUARTERLY DISTRIBUTION UNDER ALL FIRM SECURITIES] and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm SecuritiesShare Base Amount. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free and clear of any adverse claimLiens and Transfer Restrictions, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
Appears in 1 contract
Samples: Purchase Agreement (Estee Lauder Automatic Common Exchange Security Trust Ii)
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __, 2001, by notice to Purchaser not later than ____ a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $______ and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free of any adverse claim, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
Appears in 1 contract
Samples: Purchase Agreement (CVS Automatic Common Exchange Security Trust)
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __, 2001, by notice to Purchaser not later than ____ a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $______ and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free of any adverse claim, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
Appears in 1 contract
Samples: Purchase Agreement (Estee Lauder Automatic Common Exchange Security Trust)
Acceleration of Exchange Date. At any time after the Exchange Date has been extended pursuant to Section 1.3(e1.3(d) hereof, Seller may, at its option in connection with the consummation of a Rollover Offering, accelerate the Exchange Date to any date on or after May __, 2001, by notice to Purchaser not later than ____ a.m. on the date to which the Exchange Date is accelerated; provided that such acceleration shall be effective only if [(A) all other sellers that have entered into purchase agreements with the Trust elect to accelerate such purchase agreements to the same date and (B)] at or prior to ___ a.m. on such accelerated Exchange Date, Seller has paid to Purchaser, by wire transfer to an account designated by Custodian, in Federal (immediately available) funds, an amount equal to the product of (i) the aggregate accrued and unpaid quarterly distributions on all outstanding Securities (computed on the basis of an aggregate quarterly distribution of $______ and a 360-day year comprised of 12 30-day months) and (ii) a fraction, the numerator of which is the sum of the Firm Share Base Amount and the Additional Share Base Amount and the denominator of which is the number of Firm Securities. Upon receipt of such amount in immediately available funds, Purchaser shall promptly deliver to Seller, free of any adverse claim, the U.S. Government Securities previously delivered by Seller to Purchaser pursuant to Section 1.3(e1.3(d) (together with any -11- 12 payments theretofore received by Purchaser in respect thereof). If Seller elects to accelerate the Exchange Date and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities not later than the accelerated Exchange Date.
Appears in 1 contract
Samples: Purchase Agreement (Estee Lauder Automatic Common Exchange Security Trust)