Note Purchases Sample Clauses

Note Purchases. (a) Subject to fulfillment of the conditions precedent set forth in Sections 6.01 and 6.02 hereof, and provided that no Default or Event of Default shall have occurred and be continuing hereunder, each Purchaser severally agrees (subject to the further provisions of Section 3.01(a) hereof), from and including the Effective Date to and including the day before the Termination Date (the “Note Purchase Period”), to provide financing to the Note Issuer which is secured as provided herein by Eligible Mortgage Loans and the other Collateral in an aggregate principal amount at any one time outstanding not to exceed such Purchaser’s Commitment Percentage of the lesser of (i) the Commitment Amount at such time and (ii) the Borrowing Base at such time, unless otherwise agreed upon by such Purchaser and the Note Issuer. All such financing provided by a Purchaser shall initially be evidenced by a single note in the form set forth in Exhibit A (each a “Note”) to be delivered to it as provided in Section 6.01, in the case of UBS as the sole initial Purchaser hereunder, or in connection with its first becoming a Purchaser hereunder, in any other case, but the foregoing is without prejudice to the rights of any Noteholder to subdivide a Note as contemplated in Section 3.01(b). References in this Note Purchase Agreement and any other Note Document to a “Note Purchase” by a Purchaser on any day mean its extension on that day of an amount of financing to the Note Issuer pursuant to the financing commitment stated in this Section 3.01(a). Similarly, references to the purchase price of any Note or Notes to be purchased on any day by a Purchaser, and to the principal amount of the Note or Notes, are to the principal amount of such financing, regardless of whether the Note Issuer’s related obligations hereunder have yet been recorded on the relevant Note certificate as contemplated in Section 3.01(b) or in the Note Register as contemplated in Section 3.03. The obligations of the Purchasers to make Note Purchases hereunder are several and not joint, and none of the Purchasers shall have any liability to the Note Issuer or any other Person for the failure by any other Purchaser to perform its obligations hereunder.
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Note Purchases. Genentech will increase the amount loaned to XOMA under the terms and conditions of the Note Agreements for the purposes of developing Licensed Products for the Joint Development Indications until the earliest of: (i) first Regulatory Approval by the FDA for Licensed Product; (ii) expiration or termination of this Agreement; or (iii) April 22, 2005 provided that (a) the balance of outstanding loans made in accordance with the Note Agreements do not exceed eighty million dollars ($80 million) for Development Costs and (b) the total amount of the loans made in accordance with the Note Agreements does not exceed fifteen million dollars ($15 million)
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Note Purchases. It is estimated that Nxxxx wixx xxxxire additional funds to commence development of Newco's products. Within the period commencing on the Initial Closing Date and ending on the third year anniversary of the Initial Closing Date, (the "Development Period"). EIS and the Company may provide to Newco up to an aggregate maximum amount of U.S.$10,000,000, such funding to be provided by EIS and the Company on a pro rata basis based on their respective equity interests, on a fully-diluted basis, in Newco (the "Development Funding"). In order to ensure the Company has funds available for its share of the Development Funding, EIS has agreed to advance to the Company up to U.S.$8,010,000 subject to the terms and conditions set forth below and in the Note.
Sample 1
Note Purchases. It is estimated that Newco will require -------------- additional funds to commence development of Newco's products. Within the period commencing on the Initial Closing Date and ending on the third anniversary of the Initial Closing Date, (the "Development Period"), EIS and the Company may ------------------ provide to Newco up to an aggregate maximum amount of U.S.$6,000,000, such funding to be provided by EIS and the Company on a pro rata basis based --- ---- on their respective equity interests, on a fully-diluted basis, in Newco (the "Development Funding") and any and all additional funding to develop Newco's ------------------- products to be provided prior to the exercise of the EIS Exchange Right (as defined in Section 5(c)) by EIS and the Company on a pro rata basis based on --- ---- their respective equity interests, on a fully-diluted basis, in Newco (the "Additional Development Funding"). In order to ensure the Company has funds ------------------------------ available for its share of the Development Funding, EPIL has agreed to advance to the Company up to U.S.$4,806,000 subject to the terms and conditions set forth below and in the Note.
Sample 1
Note Purchases. In connection with the purchase of the 2017 Convertible Notes, the Company hereby agrees to, on or prior to the closing date of such purchase, (a) execute and deliver the Instrument of Adherence (as defined in the 2017 Note Deed), (b) enter details of the assignment of the 2017 Convertible Notes in the Register (as defined in the 2017 Note Deed), (c) issue note certificates in each 2017 Note Purchaser’s name, as applicable, representing the 2017 Convertible Notes acquired by such 2017 Note Purchaser, (d) deliver a written acknowledgment to the 2017 Note Purchasers and the relevant sellers of the 2017 Convertible Notes that any information concerning the Company that it has provided to such 2017 Note Purchasers and sellers is publicly available, including, without limitation, as a result of a public disclosure made by the Company on or prior to the date of the purchase and (f) support and take all reasonable actions necessary or reasonably requested by the 2017 Note Purchasers to effect the assignment of such 2017 Convertible Notes (together, the “Note Transfer Requirements”);
Sample 1
Note Purchases. Subject to the terms of this Agreement, the Borrower agrees to issue, and each Purchaser agrees to purchase, Notes in the Principal Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto. The closing of the sale and purchase of the Notes (the “Closing”) shall be held on July 2, 2010, or such other time as agreed upon by the Parties (the “Closing Date”). At the Closing (i) each Purchaser shall deliver to the Borrower, by wire transfer funds to a deposit account specified by the Borrower, an amount in readily available funds equal to the Issue Price set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto; and (ii) the Borrower shall issue and deliver to each Purchaser Notes in the Principal Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto.
Sample 1
Note Purchases. The Board agrees to purchase and the Company agrees to sell, transfer and assign, with recourse, an undivided ninety percent (90%) interest in each Note pursuant to the Loan Participation Certificate and Agreement. The Note Purchases shall be made, subject to the satisfaction of conditions precedent set forth in Article 3 of this Agreement, in an aggregate amount not to exceed Forty Million Dollars ($40,000,000) less the amount of any debt owed by the Company to the Board pursuant to the $10,000,000 promissory note dated July 9, 1990 and the $10,000,000 promissory note dated November 7, 1991, the maker of each of which was the Parent and which have been assumed by the Company.
Sample 1
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Note Purchases. Lender and Borrower hereby agree that, during the period commencing on the date hereof and ending on January 1, 2005 (the "Purchase Period"), Borrower may purchase New Senior Notes with Borrower's cash on hand, but not with proceeds of any Revolver Loans; PROVIDED, HOWEVER, that at all times during the period commencing on the date hereof and ending on February 28, 2005, both with and without giving effect to such purchases, Borrower shall have cash on hand in an amount not less than $3,000,000. All of the purchases of New Senior Notes described hereinabove shall comply with Section 9.2.22(iii) of the Loan Agreement except that any amounts expended to purchase New Senior Notes during the Purchase Period shall not be included in the calculation of the Consolidated Fixed Charge Coverage Ratio for the purposes of Section 9.2.22(iii) and Borrower shall not be required to submit the certificates described in Section 9.2.22(iii) prior to such purchases. After expiration of the Purchase Period, any amounts expended to purchase New Senior Notes during the Purchase Period shall be included in the calculation of the Consolidated Fixed Charge Coverage Ratio for the purpose of satisfying the conditions of Section 9.2.22(iii) of the Loan Agreement. Any amounts expended to purchase New Senior Notes during the Purchase Period shall not be included in the calculation of the Consolidated Fixed Charge Coverage Ratio under Section 9.3.2 of the Loan Agreement.
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Note Purchases 
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Related to Note Purchases

  • Additional Purchases Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Making Purchases (a) Each purchase by the Banks shall be made on at least one Business Day’s notice (if the applicable Yield Rate is to be based on the Alternate Base Rate) or three Business Days’ notice (if the applicable Yield Rate is to be based on the Adjusted Eurodollar Rate) from the Seller to the Agent received not later than 12:30 p.m. (New York City time) on the specified date; provided that no more than five Receivable Interests at any one time outstanding may have a Yield Rate based on the Adjusted Eurodollar Rate and that no more than one such notice may be submitted by the Seller in any week. Each such notice of a purchase shall be in the form of Annex D and shall specify (i) the amount requested to be paid to the Seller (such amount being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) if the Yield Rate based on the Adjusted Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Yield Period for such Receivable Interest. The Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase, each Bank’s Percentage multiplied by the aggregate amount of Capital of Receivable Interest being purchased (such Bank’s “Ratable Portion”), whether the Yield for the Yield Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate or the Alternate Base Rate, and the duration of the Yield Period for such Receivable Interest (which shall be one day if the Seller has not selected another period).

  • Xxxxx Purchases The Company acknowledges and agrees that Xxxxx has informed the Company that Xxxxx may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Xxxxx may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Xxxxx.

  • VWAP Purchases Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Participation in Future Financing (a) From the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

  • Stock Repurchases If a Default or Event of Default exists and is continuing or would be caused thereby, the Borrower shall not make any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any of its Capital Stock or any option, warrant or other right to acquire any such Capital Stock other than the repurchase of warrants or stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.

  • Securities Purchases In accordance with Instructions, the Custodian shall, with respect to a purchase of Securities, pay for such Securities out of monies held for a Fund's account for which the purchase was made, but only insofar as monies are available therein for such purpose, and receive the portfolio Securities so purchased. Unless the Custodian has received Special Instructions to the contrary, such payment will be made only upon receipt of Securities by the Custodian, a clearing corporation of a national Securities exchange of which the Custodian is a member, or a Securities System in accordance with the provisions of Section 4(b)(3) hereof. Notwithstanding the foregoing, upon receipt of Instructions: (i) in connection with a repurchase agreement, the Custodian may release funds to a Securities System prior to the receipt of advice from the Securities System that the Securities underlying such repurchase agreement have been transferred by book-entry into the Account maintained with such Securities System by the Custodian, provided that the Custodian's instructions to the Securities System require that the Securities System may make payment of such funds to the other party to the repurchase agreement only upon transfer by book-entry of the Securities underlying the repurchase agreement into such Account; (ii) in the case of Interest Bearing Deposits, currency deposits, and other deposits, foreign exchange transactions, futures contracts or options, pursuant to Sections 4(g), 4(h), 4(l), and 4(m) hereof, the Custodian may make payment therefor before receipt of an advice of transaction; and (iii) in the case of Securities as to which payment for the Security and receipt of the instrument evidencing the Security are under generally accepted trade practice or the terms of the instrument representing the Security expected to take place in different locations or through separate parties, such as commercial paper which is indexed to foreign currency exchange rates, derivatives and similar Securities, the Custodian may make payment for such Securities prior to delivery thereof in accordance with such generally accepted trade practice or the terms of the instrument representing such Security.

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

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