Common use of Mandatory Repurchase of Notes Clause in Contracts

Mandatory Repurchase of Notes. As soon as possible, and in any event within five (5) Business Days after the occurrence of a Mandatory Repurchase Event, the Company shall furnish to each Noteholder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event and shall also state if the Convertible Notes are still outstanding that the Noteholders have the right to convert the Convertible Notes at any time. The occurrence of any such Mandatory Repurchase Event shall constitute an irrevocable offer (subject to the last sentence of this sub-section 2.6.4) by the Company to purchase all of the Convertible Notes or the Notes, as applicable, held by such Noteholder, at the price set forth in Section 2.6.2 as though the mandatory redemption were an optional redemption by the Company, on a date to be specified by the Company, which date shall be not less than thirty (30) days nor more than ninety (90) days after the occurrence of such Mandatory Repurchase Event together with all accrued and unpaid interest on the amount so purchased through the date of purchase. Following receipt of any offer to purchase the Convertible Notes or the Notes, as applicable, hereunder, each Noteholder shall advise the Company, by written notice, within ten (10) Business Days after receipt of such offer, as to whether it desires to sell all or any of the Convertible Notes or the Notes, as applicable, held by it (in integral multiples of $500,000), specifying the principal amount of the Convertible Notes or the Notes, as applicable, to be sold by it. If a Noteholder accepts such offer but does not specify an amount it wishes to receive, it will be deemed to have elected to sell all of the Convertible Notes or the Notes, as applicable, held by it. If a Noteholder fails to respond to such offer by the Company within the ten (10) Business Day acceptance period, such offer shall expire in accordance with its terms and the Company shall not be obligated to purchase any Convertible Note or Note, as applicable, of such Noteholder.

Mandatory Repurchase of Notes. As soon as possible, and in any event within five (5) Business Days after the occurrence of a Mandatory Repurchase Event, the Company shall furnish to each Noteholder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event and shall also state if the Convertible Notes are still outstanding that the Noteholders have the right to convert the Convertible Notes at any time. The occurrence of any such Mandatory Repurchase Event shall constitute an irrevocable offer (subject to the last sentence of this sub-section 2.6.4) by the Company to purchase all of the Convertible Notes or the Notes, as applicable, held by such Noteholder, at 100% of the price set forth in Section 2.6.2 as though the mandatory redemption were an optional redemption by the Companyprincipal amount thereof, on a date to be specified by the Company, which date shall be not less than thirty (30) days nor more than ninety (90) days after the occurrence of such Mandatory Repurchase Event together with all accrued and unpaid interest on the amount so purchased through the date of purchase. Following receipt of any offer to purchase prepay the Convertible Notes or the Notes, as applicable, hereunder, each Noteholder shall advise the Company, by written notice, within ten (10) Business Days days after receipt of such offer, as to whether it desires to sell all or any of the Convertible Notes or the Notes, as applicable, held by it (in integral multiples of $500,000), specifying the principal amount of the Convertible Notes or the Notes, as applicable, to be sold by it. If a Noteholder accepts such offer but does not specify an amount it wishes to receive, it will be deemed to have elected to sell all of the Convertible Notes or the Notes, as applicable, held by it. If a Noteholder fails to respond to such offer by the Company within the ten (10) Business Day day acceptance period, such offer shall expire in accordance with its terms and the Company shall not be obligated to purchase any Convertible Note or Note, as applicable, of such Noteholderterms.

Mandatory Repurchase of Notes. As soon as possible, and in any event within five twenty (520) Business Days after prior to the occurrence of a Mandatory Repurchase Event, the Company Borrowers shall furnish to each Noteholder written notice setting forth in reasonable detail the facts and circumstances underlying such Mandatory Repurchase Event and (provided, however, that if, as of such 20th Business Day, none of the Borrowers has knowledge of the possibility of a Mandatory Repurchase Event described in clause (a) of the definition thereof to which none of the Borrowers is a party, then such notice shall also state if instead be given promptly after any of the Convertible Notes are still outstanding that the Noteholders have the right to convert the Convertible Notes at any timeBorrowers obtains such knowledge). The occurrence of any such Mandatory Repurchase Event shall constitute an irrevocable offer (subject to the last sentence of this sub-section 2.6.4) by the Company Borrowers to purchase all of the Convertible Notes or the Notes, as applicable, held by such Noteholder, at an amount equal to the price set forth in Section 2.6.2 as though the mandatory redemption were an optional redemption by the Company, on a date to be specified by the Company, which date shall be not less than thirty (30) days nor more than ninety (90) days after the occurrence of such Mandatory Repurchase Event principal amount thereof together with all accrued and unpaid interest on the amount so purchased through the date of purchase, on (1) the closing date of the Mandatory Repurchase Event or (2) otherwise on a date to be specified by the Borrowers, which date shall be not more than ten (10) days after the occurrence of such Mandatory Repurchase Event. In the case of a Mandatory Repurchase Event described solely in clause (a) of the definition of Mandatory Repurchase Event, if the Borrowers obtain knowledge of such Mandatory Repurchase Event after the consummation thereof, the Borrowers shall promptly provide written notice thereof to the Noteholders, which notice shall similarly constitute an irrevocable offer by the Borrowers to purchase all of the Notes held by such Noteholder, at an amount equal to the principal amount thereof together with all accrued and unpaid interest on the amount so purchased through the date of purchase, on a date to be specified by the Borrowers, which date shall be not more than ten (10) days after the receipt by the Noteholders of such written notice. Following receipt of any offer to purchase the Convertible prepay Notes or the Notes, as applicable, hereunder, each Noteholder shall advise the CompanyBorrowers, by written notice, within ten (10) Business Days days after receipt of such offer, as to whether it desires to sell all or any of the Convertible Notes or the Notes, as applicable, held by it (in integral multiples of $500,000)it, specifying the principal amount of the Convertible Notes or the Notes, as applicable, to be sold by it. If a Noteholder accepts such offer but does not specify an amount it wishes to receive, it will be deemed to have elected to sell all of the Convertible Notes or the Notes, as applicable, held by it. If a Noteholder fails to respond to such offer by the Company within the ten (10) Business Day day acceptance period, such offer shall expire in accordance with its terms and the Company shall terms. The Borrowers will not be obligated enter into any agreement relating to purchase any Convertible Note or Note, as applicable, of a Mandatory Repurchase Event unless such Noteholderagreement is conditioned upon compliance with this Section 2.5.4.