Common use of Delivery of Notice and the Note by the Holder Clause in Contracts

Delivery of Notice and the Note by the Holder. (a) Repurchases of Notes under this ARTICLE 6 shall be made, at the option of the Holder thereof, upon: (i) delivery by the Holder to the Company of a duly completed notice (the “Fundamental Change Repurchase Notice”), in the form attached hereto as Exhibit B, on or before the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Note to the Company at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. (b) Each Fundamental Change Repurchase Notice delivered pursuant to this Section 6.2(a) shall state (a) the portion of the principal amount of the Note to be repurchased, which must be at least US$100,000,000 or such lesser amount then held by the Holder and (ii) that the Note is to be repurchased by the Company pursuant to the applicable provisions of this Note. (c) Notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Company in accordance with Section 6.5.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Ctrip Com International LTD), Convertible Note Purchase Agreement (Priceline Group Inc.)

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Delivery of Notice and the Note by the Holder. (a) Repurchases of Notes the Note under this ARTICLE 6 Article 5 shall be made, at the option of the Holder thereof, upon: (i) delivery by the Holder to the Company of a duly completed notice (the “Fundamental Change Repurchase Notice”), in the form attached hereto as Exhibit BA, on or before the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Note to the Company at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. (b) Each Fundamental Change Repurchase Notice delivered pursuant to this Section 6.2(a5.2(a) shall state (a) the portion of the principal amount of the Note to be repurchased, which must be at least US$100,000,000 or such lesser amount then held by the Holder repurchased and (ii) that the Note is to be repurchased by the Company pursuant to the applicable provisions of this Note. (c) Notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Company in accordance with Section 6.55.5.

Appears in 2 contracts

Samples: Subscription Agreement (SouFun Holdings LTD), Subscription Agreement (SouFun Holdings LTD)

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Delivery of Notice and the Note by the Holder. (a) Repurchases of Notes under this ARTICLE 6 5 shall be made, at the option of the Holder thereof, upon: (i) delivery by the Holder to the Company of a duly completed notice (the “Fundamental Change Repurchase Notice”), in the form attached hereto as Exhibit BA, on or before the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Note to the Company at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer), such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. (b) Each Fundamental Change Repurchase Notice delivered pursuant to this Section 6.2(a5.2(a) shall state (a) the portion of the principal amount of the Note to be repurchased, which must be at least US$100,000,000 or such lesser amount then held by the Holder and (ii) that the Note is to be repurchased by the Company pursuant to the applicable provisions of this Note. (c) Notwithstanding anything herein to the contrary, the Holder shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the second Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Company in accordance with Section 6.55.5.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Priceline Group Inc.), Convertible Note Purchase Agreement (Priceline Group Inc.)

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