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

Notice of Election; Manner of Purchase; Transfer After Purchase. (a) Notice of an election to exercise a purchase option pursuant to Section 6.1(a) or (b) shall be given in the manner provided in Section 5.3. (b) In order to exercise its purchase option pursuant to Section 6.1(c), the Lessee shall, at least 90 days but not more than 545 days prior to the Early Buy-Out Date, give irrevocable notice to the Lessor in writing of its election to exercise its purchase option. (c) In order to exercise its purchase option pursuant to Section 6.1(d), the Lessee shall notify the Lessor in writing at least 180 days but not more than 545 days prior to the applicable Special Purchase Option Date that it desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of such Special Purchase Option Date. Promptly thereafter, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fail to agree within 30 days after the giving of such notice, such Fair Market Sales Value shall be determined pursuant to the Appraisal Procedure. At least 90 days prior to the applicable Special Purchase Option Date, the Lessee shall, provide to the Lessor (i) notice of its irrevocable election to exercise its purchase option pursuant to Section 6.1(d) or (ii) notice of its irrevocable election not to exercise such option. (d) In order to exercise its purchase option pursuant to Section 6.1(e) or (f), the Lessee shall notify the Lessor and the Indenture Trustee in writing (i) in the case of an exercise of its purchase option pursuant to Section 6.1(e), no earlier than the expiration of the 45 day period following the giving of the notice referred to in Section 6.1(e) and (ii) in the case of an exercise of its purchase option pursuant to Section 6.1(f), no later than 90 days following the earlier of (x) receipt by the Lessee of a written notice from the Owner Participant that it has become a Competitor of the Lessee and (y) the date Lessee obtains Actual Knowledge that the Owner Participant has become a Competitor of the Lessee, that the Lessee desires to obtain an appraisal of the Fair Market Sales Value of the Undivided Interest as of the applicable Stipulated Loss Value Determination Date (in the case of an election pursuant to Section 6.1(e), without regard to the proposed Modification or Modifications). Promptly after the giving of such notice, the Lessee and the Lessor shall attempt to agree upon such Fair Market Sales Value. If the Lessee and the Lessor shall fa...
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Notice of Election; Manner of Purchase; Transfer After Purchase. (1) In order to exercise its right to purchase the Transponders pursuant to Section 19(a)(ii), Lessee shall, at least ninety (90) (but not more than 360) days prior to the EBO Date, give irrevocable notice to Lessor in writing stating that Lessee will purchase the Transponders pursuant to Section 19(a)(ii). (2) In order to exercise its right to purchase the Transponders pursuant to Section 19(a)(iii), Lessee shall give tentative notice to Lessor in writing within 90 days after (A) Owner Participant shall have confirmed to Lessee pursuant to Section 5.02(h) of the Participation Agreement that it is a Competitor, or (B) Lessee shall have notified Owner Participant that Owner Participant has become a Competitor, and Owner Participant shall have become a Competitor, whichever of (A) or (B) shall first occur.
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Notice of Election; Manner of Purchase; Transfer After Purchase. (a) In order to exercise its right to purchase the Facility pursuant to Section 6.1(a), the Lessee shall notify the Lessor in writing at least 365 days prior to (x) the scheduled expiration of the Basic Lease Term or (y) the scheduled - - expiration of any Renewal Term then in effect, as the case may be (but in any case not earlier than nine (9) months prior to the applicable Return Arrangement Period), that it desires to obtain an appraisal of the Fair Market Sales Value of the Facility Assets as of such expiration (and, if the Lessee elects, an appraisal as to the matters referred to in the first sentence of Section
Sample 1

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

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

  • 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.

  • 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.

  • 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)).

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • 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.

  • 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.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Acknowledgment Regarding Purchasers’ Purchase of Securities 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 Securities. 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.

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