Mandatory Offer to Purchase. (a) If (i) any Person (other than Knighthead or Solus) desires to purchase a number of Units that would result in such Person owning (directly or indirectly, together with its Affiliates) Units representing more than 50% of all of the outstanding Units or (ii) either Knighthead or Solus desires to purchase a number of Units that would result in either Knighthead or Solus owning (directly or indirectly, together with its Affiliates) Units representing more than 60% of all of the outstanding Units (each of (i) and (ii) above, a “Triggering Acquisition”), such Person (the “Prospective Majority Member”) shall be required to make an offer (a “Mandatory Offer”) to purchase (in the same form and timing of payment of consideration as contemplated in the agreement for the Triggering Acquisition) all outstanding Units held by all Members (other than the Prospective Majority Member) (the “Minority Members”) at a price equal to the greater of (x) the per-Unit consideration proposed to be paid by the Prospective Majority Member in the Triggering Acquisition, (y) the average per-Unit consideration paid by such Prospective Majority Member for the most recently purchased 5% of the outstanding Units prior to such proposed Triggering Acquisition (if any) and (z) the average per-Unit consideration paid (or proposed to be paid) by such Prospective Majority Member for the aggregate number of Units it purchased in the 12-month period prior to such proposed Triggering Acquisition (if any) and the Units proposed to be purchased in the Triggering Acquisition (the “Offer Price”); provided that any Units issued to the Prospective Majority Member pursuant to the Plan shall be disregarded for the purposes of (y) and (z). Prior, and as a condition, to consummating the Triggering Acquisition, the Prospective Majority Member shall give written notice (“Mandatory Offer Notice”) to the Minority Members setting forth the name of the Prospective Majority Member, the Offer Price and any other material terms and conditions of such Triggering Acquisition. Upon delivery of the Mandatory Offer Notice, such offer shall be irrevocable unless and until the rights provided for in this Section 8.03 shall have been waived or shall have expired; provided, that in the case of any change in the Offer Price or the material terms and conditions from those set forth in the Mandatory Offer Notice, the Prospective Majority Member shall give notice thereof to each Minority Member in accordance with the proce...
Mandatory Offer to Purchase. (a) If (i) any Person (other than Knighthead or Solus) desires to purchase a number of Units that would result in such Person owning (directly or indirectly, together with its Affiliates) Units representing #92056884v20 more than 50% of all of the outstanding Units or (ii) either Knighthead or Solus desires to purchase a number of Units that would result in either Knighthead or Solus owning (directly or indirectly, together with its Affiliates) Units representing more than 60% of all of the outstanding Units (each of (i) and (ii) above, a “Triggering Acquisition”), such Person (the “Prospective Majority Member”) shall be required to make an offer (a “Mandatory Offer”) to purchase (in the same form and timing of payment of consideration as contemplated in the agreement for the Triggering Acquisition) all outstanding Units held by all Members (other than the Prospective Majority Member) (the “Minority Members”) at a price equal to the greater of (x) the per-Unit consideration proposed to be paid by the Prospective Majority Member in the Triggering Acquisition,
Mandatory Offer to Purchase. Within five Business Days after any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Prepayment Event, the Company must consummate an Offer to Purchase Notes having an aggregate Accreted Value (or, if such Prepayment Event occurs on or after the Reset Date, an aggregate principal amount) equal to such Net Proceeds received, rounded down to the nearest $1,000. The purchase price for the Notes will be (i) if such Prepayment Event occurs prior to the Reset Date, 100% of the Accreted Value of such Notes (calculated as of the date of purchase) and (ii) if such Prepayment Event occurs on or after the Reset Date, 100% of the aggregate outstanding principal amount of such Notes (calculated as of the date of purchase) plus accrued and unpaid interest, if any, to the date of purchase.
Mandatory Offer to Purchase. Upon a change of control of the Company, the Company will be required to offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date or repurchase. SCHEDULE C LIST OF SUBSIDIARIES
Mandatory Offer to Purchase. (a) Prior to any Qualified Debt Issuance, Borrower shall make an offer to prepay (the "OFFER") the Loans (and/or reduce Commitments) in an ag- gregate principal amount equal to 100% of the Net Available Proceeds of such Qualified Debt Issuance. Borrower shall notify each Lender not less than 20 Business Days prior to such Qualified Debt Issuance and shall specify an expiration date (the "EXPIRATION DATE") of such Offer, which shall be a date that is not more than 5 Business Days prior to such Qualified Debt Issuance. The Lenders shall notify Borrower and the Administrative Agent prior to the Expiration Date of their election of whether or not to be prepaid.
Mandatory Offer to Purchase. If at any time Purchaser and its Affiliates collectively Beneficially Own shares of Common Stock that represent 85% (or more) of the shares of capital stock of the Company on a Fully Diluted Basis, Purchaser shall offer to purchase, through a tender offer commenced within 60 days thereafter and completed as soon as practicable after commencement, all of the shares of Common Stock not then owned by Purchaser or its Affiliates (i.e., the remaining 15% of the outstanding capital stock of the Company), at a cash price per share at least equal to the highest per share price paid by Purchaser or any of its Affiliates, directly or indirectly, to acquire any share of Common Stock in the 18 months prior to the commencement of such tender offer. Purchaser shall purchase and pay for all shares duly tendered in response to the tender offer promptly after the expiration of the tender offer. In addition, if Purchaser and/or its Affiliates have acquired at least 90% of the outstanding capital stock of the Company, following such tender offer, Purchaser may cash out the remaining stockholders of the Company by a short form merger as provided for under Section 253 of the DGCL at the same price per share paid by Purchaser in such tender offer.
Mandatory Offer to Purchase. Upon the occurrence of a change of control of the Borrower (to be defined in a manner consistent with the Existing Indenture), the Borrower will be required, to offer to purchase Bridge Loans on a pro rata basis, at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of prepayment. The Borrower will also be required to offer to purchase the Bridge Loans with the proceeds of certain asset sales at 100% of the principal amount thereof plus accrued interest to be date of purchase on terms consistent with the Existing Indenture.
Mandatory Offer to Purchase. The Issuer will be required to offer to purchase the Exchange Notes upon a change of control (as defined in the Existing Indenture) at 101% of the principal amount thereof plus accrued interest to the date of purchase. The Issuer will also be required to offer to purchase Exchange Notes with the proceeds of certain asset sales at 100% of the principal amount thereof plus accrued interest to be date of purchase.
Mandatory Offer to Purchase. Lessee shall be deemed to have made an irrevocable offer to purchase the Premises on the last day of the Primary 19 Term at a price equal to $5,400,000. If Lessor shall reject such offer by notice given to Lessee not later than the 45th day prior to the last day of the Primary Term, this Lease shall continue in accordance with its terms. Unless Lessor shall have rejected such offer in accordance with this paragraph, Lessor shall be conclusively presumed to have accepted such offer, and then on the last day of the Primary Term, Lessor shall convey the Premises to Lessee or its designee pursuant to and upon compliance with paragraph 15 hereof.
Mandatory Offer to Purchase. Not earlier than June 15, 2000 nor later than June 15, 2002 (the "Mandatory Purchase Period"), the Issuers shall make one or more offers to all Securityholders to purchase up to the Maximum Mandatory Purchase Amount of Securities (the "Mandatory Purchase Offer") at a price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. The "
