Common use of Notice of Failure Purchase Clause in Contracts

Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company shall mail or cause to be mailed, a notice of Failure Purchase to each Holder at its registered address (the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2. The Failure Purchase Notice shall identify the number of Securities Outstanding and shall state: (a) the Failure Purchase Date; (b) the Failure Purchase Price; (c) the name and address of the paying agent; (d) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (e) that, unless the Company fails to make payment of the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (f) the clause of this CVR Agreement pursuant to which the Failure Purchase shall occur; and (g) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the Company’s request, the Trustee shall give the Failure Purchase Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Biomimetic Therapeutics, Inc.)

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Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company Parent shall mail or cause to be mailed, a notice of Failure Purchase to each Holder at its registered address (the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2Section 12(b). The Failure Purchase Notice shall identify the number of Securities Outstanding and shall state: (ai) the Failure Purchase Date; (bii) the Failure Purchase Price; (ciii) the name and address of the paying agent; (div) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (ev) that, unless the Company Parent fails to make payment of the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (fvi) the clause of this CVR the Agreement pursuant to which the Failure Purchase shall occur; and (gvii) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the CompanyParent’s request, the Trustee shall give the Failure Purchase Notice in the CompanyParent’s name and at its expense; provided, however, that the Company Parent shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc)

Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company Parent shall mail or cause to be mailed, a notice of Failure Purchase to each Holder at its registered address (the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2Section 10.2. The Failure Purchase Notice shall identify the number of Securities Outstanding and shall state: (a) the Failure Purchase Date; (b) the Failure Purchase Price; (c) the name and address of the paying agentPaying Agent; (d) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (e) that, unless the Company Parent fails to make payment of the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (f) the clause of this CVR Agreement pursuant to which the Failure Purchase shall occur; and (g) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the CompanyParent’s request, the Trustee shall give the Failure Purchase Notice in the CompanyParent’s name and at its expense; provided, however, that the Company Parent shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc)

Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company shall mail or cause to be mailed, a notice of Failure Purchase to each Holder at its registered address (the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2Section 10.2. The Failure Purchase Notice shall identify the number of Securities Outstanding and shall state: (a) the Failure Purchase Date; (b) the Failure Purchase Price; (c) the name and address of the paying agent; (d) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (e) that, unless the Company fails to make payment of the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (f) the clause of this CVR Agreement pursuant to which the Failure Purchase shall occur; and (g) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the Company’s request, the Trustee shall give the Failure Purchase Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Genzyme Corp), Contingent Value Rights Agreement (Sanofi-Aventis)

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Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company shall mail or cause to be mailed, by first class mail, a notice of Failure Purchase to each Holder at its registered address (the address(the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2Section 10.2 of the CVR Agreement. The notice (the “Failure Purchase Notice Notice”) shall identify the number of Securities Outstanding and shall state: (ai) the Failure Purchase Date; (bii) the Failure Purchase Price; (ciii) the name and address of the paying agent; (div) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (ev) that, unless the Company fails to make payment of on the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this the CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (fvi) the clause of this the CVR Agreement pursuant to which the Failure Purchase shall occur; and (gvii) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the Company’s request, the Trustee shall give the Failure Purchase Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Genzyme Corp), Merger Agreement (Genzyme Corp)

Notice of Failure Purchase. At least thirty (30) days but not more than sixty (60) days before a Failure Purchase Date, the Company shall mail or cause to be mailed, by first class mail, a notice of Failure Purchase to each Holder at its registered address (the “Failure Purchase Notice”) and shall publicly disclose the election of the Failure Purchase and the information required to be contained in the Failure Purchase Notice pursuant to this SECTION 11.2Section 10.2 of the CVR Agreement. The notice (the “Failure Purchase Notice Notice”) shall identify the number of Securities Outstanding and shall state: (ai) the Failure Purchase Date; (bii) the Failure Purchase Price; (ciii) the name and address of the paying agent; (div) that Securities must be surrendered to the Paying Agent to collect the Failure Purchase Price; (ev) that, unless the Company fails to make payment of on the Failure Purchase Price, all right, title and interest in and to the Securities and any CVR Payment or any other amounts due under this the CVR Agreement, if any, on Securities called for Failure Purchase ceases to accrue on and after the Failure Purchase Date; (fvi) the clause of this the CVR Agreement pursuant to which the Failure Purchase shall occur; and (gvii) that no representation is made as to the correctness or accuracy of the CUSIP and ISIN number, if any, listed in such notice or printed on the Securities. At the Company’s request, the Trustee shall give the Failure Purchase Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee at least forty five (45) days (unless a shorter period shall be agreed to by the Trustee) but not more than sixty (60) days prior to the Failure Purchase Date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Sanofi-Aventis)

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