Convertible Note Purchase Sample Clauses

Convertible Note Purchase. (a) If Tengelmann or any of its Affiliates purchase any Convertible Notes, then within 10 days after the closing of such purchase, Tengelmann shall deliver to the Company and the Yucaipa Representative written notice indicating the principal amount of Convertible Notes acquired and the price paid per $1,000 principal amount of Convertible Notes. If any agreement effecting the purchase and sale (other than the standard assignment or transfer documents contemplated by the indentures for the Convertible Notes) is entered into to effect the purchase, such notice will also describe the material terms and conditions of such agreement. Within five Business Days following receipt of such notice, the Yucaipa Representative may elect to notify Tengelmann that it desires to purchase up to 50% of the Convertible Notes subject to the notice. The purchase price paid by the Yucaipa Representative on behalf of Yucaipa shall equal the price paid by Tengelmann per $1,000 principal amount of Convertible Notes plus 50% of any fees or expenses incurred by the Yucaipa Representative in connection with the purchase of the Convertible Notes. The Yucaipa Representative on behalf of Yucaipa, shall also agree to be bound by and assume, in a pro rata manner, any other obligations or agreements entered into by Tengelmann or its Affiliates in connection with the purchase and sale of such Convertible Notes. The Yucaipa Representative must deliver the purchase price, satisfy the other requirements herein and close its purchase of the Convertible Notes contemplated herein within fifteen Business Days following receipt of Tengelmann’s notice to the Yucaipa Representative regarding the purchase of Convertible Notes. As a condition to purchasing such Convertible Notes from Tengelmann, the Yucaipa Representative must also agree to abide by the provisions set forth in Section 7.02(b) below and agree if it fails to do so that Tengelmann will have the right to immediately repurchase any Convertible Notes acquired by the Stockholder Representative from Tengelmann or its Affiliates for the price paid by the Yucaipa Representative. If the Yucaipa Representative fails to comply with the provisions of Section 7.02(b) then this Section 7.02(a) shall immediately terminate and Tengelmann and its Affiliates shall no longer have any obligations under this Section 7.02(a). (b) If Yucaipa or any of its Affiliates purchase any Convertible Notes, then within 10 days after the closing of such purchase, the Yuc...