Company's Right to Elect Manner of Payment of Purchase Price Sample Clauses

Company's Right to Elect Manner of Payment of Purchase Price. The ------------------------------------------------------------ Company may elect with respect to any Purchase Date or Fundamental Change Purchase Date to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Notes to be purchased pursuant to Section 4.02 or Section 4.03(a) as of such Purchase Date or Fundamental Change Purchase Date, in U.S. legal tender ("Cash") or Common Stock, or in any combination of Cash and Common Stock, ---- subject to the conditions set forth in Sections 4.03(d) and (e); provided, -------- however, that any Purchase Price paid on May 11, 2003 pursuant to Section ------- 4.03(a) must be paid fully in Cash. The Company shall designate, in the Company Notice delivered pursuant to Section 4.03(f), whether the Company shall purchase the Notes for Cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price or Fundamental Change Purchase Price of Notes in respect of which it shall pay in Cash and/or Common Stock; provided that the Company shall pay Cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 4.03 shall receive the same percentage of Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Notes, except (i) as provided in Section 4.03(e) with regard to the payment of Cash in lieu of fractional interests in Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Notes of such Holder or Holders for Cash. Once the Company has given its Company Notice to Holders, the Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid except pursuant to this Section 4.03(c) or Section 4.03(e). At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying:
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Company's Right to Elect Manner of Payment of Purchase Price. The Debentures to be purchased pursuant to Section 208(a) may be paid for, at the election of the Company, in cash or Reference Property, or in any combination of cash and Reference Property, subject to the conditions set forth in this Section 208. The Company shall designate, in the Company Notice, whether the Company will purchase the Debentures for cash or Reference Property, and, if a combination thereof, the percentages of the Purchase Price of Debentures in respect of which it will pay in cash or Reference Property; provided that the Company will pay cash for fractional units or interests of Reference Property. For purposes of determining the existence of potential fractional units or interests, all Debentures subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Debentures are purchased pursuant to this Section 208 shall receive the same percentage of cash or Reference Property in payment of the Purchase Price for such Debentures, except (i) as provided in Section 208(d) with regard to the payment of cash in lieu of fractional units or interests of Reference Property and (ii) in the event that the Company is unable to purchase the Debentures of a Holder or Holders for Reference Property because any condition in Section 210(a) is not satisfied, the Company shall purchase the Debentures of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given notice thereof to Holders except pursuant to Section 208(d). At least five Business Days before the Company Notice Date (as defined below), the Company shall deliver an Officers' Certificate to the Trustee specifying:
Sample 1
Company's Right to Elect Manner of Payment of Purchase Price. The Debentures to be purchased pursuant to Section 208(a) may be paid for, at the election of the Company, in cash or Reference Property, or in any combination of cash and Reference Property, subject to the conditions set forth in this Section 208. The Company shall designate, in the notice from the Company as set forth below, whether the Company will purchase the Debentures for cash or Reference Property, and, if a combination thereof, the percentages of the Purchase Price of Debentures in respect of which it will pay in cash or Reference Property; provided that the Company will pay cash for fractional units or interests of Reference Property. For purposes of determining the existence of potential fractional units or interests, all Debentures subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Debentures are purchased pursuant to this Section 208 shall receive the same percentage of cash or Reference Property in payment of the Purchase Price for such Securities, except (i) as provided in Section 208(d) with regard to the payment of cash in lieu of fractional units or interests of Reference Property and (ii) in the event that the Company is unable to purchase the Debentures of a Holder or Holders for Reference Property because any necessary qualifications or registrations of the Reference Property under applicable state securities laws cannot be obtained, the Company may purchase the Debentures of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given notice thereof to Holders except pursuant to Section 208(d). At least five Business Days before the Company Notice Date (as defined below), the Company shall deliver an Officer's Certificate to the Trustee specifying:
Sample 1
Company's Right to Elect Manner of Payment of Purchase Price. The Notes to be purchased pursuant to Section 1107(a) may be paid for, at the election of the Company, in cash or Common Stock, or in any combination of cash and Common Stock, subject to the conditions set forth in Sections 1107(c) and (d). The Company shall designate, in the Company Notice delivered pursuant to Section 1107(e), whether the Company will purchase the Notes for cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price of Notes in respect of which it will pay in cash or Common Stock; provided that the Company will pay cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Notes subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder whose Notes are purchased pursuant to this Section 1107 shall receive the same percentage of cash or Common Stock in payment of the Purchase Price for such Notes, except (i) as provided in Section 1107(d) with regard to the payment of cash in lieu of fractional shares of Common Stock and (ii) in the event that the Company is unable to purchase the Notes of a Holder or Holders for Common Stock because any of the conditions specified in Section 1107(d) have not been satisfied, the Company may purchase the Notes of such Holder or Holders for cash. The Company may not change its election with respect to the consideration (or components or percentages of components thereof) to be paid once the Company has given its Company Notice to Noteholders except pursuant to this Section 1107(b) or pursuant to Section 1107(d) in the event of a failure to satisfy, prior to the close of business on the Purchase Date, any condition to the payment of the Purchase Price, in whole or in part, in Common Stock. At least three Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee specifying:
Sample 1
Company's Right to Elect Manner of Payment of Purchase Price. (a) The Notes to be purchased by the Company on any Purchase Date pursuant to Section 3.05 or Section 3.06 may be paid for, in whole or in part, at the election of the Company, in U.S. legal tender ("CASH") or Common Shares valued at 98.5% of the Market Price, or in any combination of cash and Common Shares (valued in such manner), subject to the conditions set forth in Section 3.07(e). The Company shall designate in its Purchase Notice whether the Company will purchase the Notes for cash or Common Shares, or, if a combination thereof, the percentage of the Purchase Price that it will pay in cash and the percentage that it will pay in Common Shares; provided that the Company will pay cash for accrued and unpaid Interest and for fractional interests in Common Shares in an amount based upon the Market Price of such fractional shares. For purposes of determining the amount of any fractional interests, all Notes subject to purchase held by a holder shall be considered together (no matter how many separate certificates are to be presented).
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Related to Company's Right to Elect Manner of Payment of Purchase Price

  • Notice; Manner of Payment Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (applied to reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans on a pro rata basis) and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

  • Manner of Payment Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

  • FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS SECTION 2.01 FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02 DEPOSIT OF SHARES.

  • Transfer or Exchange of Beneficial Interests for Definitive Notes If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are registered.

  • OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

  • Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. In accordance with Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Notes upon the occurrence of certain events.

  • Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights The Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

  • Surrender of Notes Upon Final Payment By acceptance of any Note, the Holder thereof agrees to surrender such Note to the Indenture Trustee promptly, prior to such Noteholder's receipt of the final payment thereon.

  • Alternate Payment and Notice Provisions Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

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