Notice of Election; Manner of Purchase; Transfer After Sample Clauses

Notice of Election; Manner of Purchase; Transfer After. Purchase. (a) In order to exercise the right to purchase the Beneficial Interest pursuant to Section 17.1, the Charterer shall notify the Owner Participant irrevocably in writing no later than thirty (30) days prior to the applicable purchase date under Section 15(b) of the Charter or applicable Termination Date under Section 12(b) of the Charter that it desires to purchase, or cause such designee to purchase, the Beneficial Interest, in which case the purchase of the Vessel pursuant to Section 12(e) or 15(c) of the Charter shall not occur. (b) On the date of purchase, upon receipt by the Owner Participant of the Beneficial Interest Purchase Price, and an amount equal to that portion of all Base Charter Hire due on or prior to such date of purchase that would be distributable to the Owner Participant under the Indenture (but excluding any Base Charter Hire payable in advance on such date of purchase) and all Supplemental Charter Hire due by the Charterer to or distributable to the Owner Participant to and including such date of purchase (without giving effect to any applicable grace periods), the Owner Participant shall transfer the Beneficial Interest free and clear of all Liens (which term, for the avoidance of doubt, shall not be deemed to include the Liens of the Indenture and the Ship Mortgage if the Secured Note is Outstanding) to the Charterer or its designee pursuant to an instrument of conveyance in form and substance reasonably satisfactory to the Charterer or its designee, and shall provide to the Charterer or such designee such other instruments, documents and opinions as the Charterer may reasonably request to evidence the valid consummation of such transfer. (c) Each of the Participants, the Owner Trustee and the Indenture Trustee, at the cost and expense of the Charterer, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Charterer reasonably may request in order to carry out the intent and purposes of this Section 17 and the transactions contemplated hereby. (d) As a condition to exercise of the right to purchase the Beneficial Interest pursuant to Section 17.1 (unless the Charterer shall assume the obligations of the Owner Trustee pursuant to the next sentence), on the date of purchase, the Charterer shall have provided to the Indenture Trustee an opinion of counsel for the Charterer or its designee (which may, in each case, be internal counsel), dated the d...
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Notice of Election; Manner of Purchase; Transfer After. Purchase. --------
Sample 1

Related to Notice of Election; Manner of Purchase; Transfer After

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

  • Form of Receipts Deposit of Shares Execution and Delivery Transfer and Surrender of Receipts SECTION 2.01. FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02. DEPOSIT OF SHARES. SECTION 2.03.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Advance Notification The Company shall notify the Shop Committee and the Union not less than six (6) months in advance of intent to institute changes in working methods or facilities which would involve the discharge or laying off of employees.

  • Acceptance of Purchase Order Contractor’s acceptance of CCI’s Purchase Order shall be accomplished by the earlier of execution of the Purchase Order or commencement of Services or shipment of any Product specified in the Purchase Order.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

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