Offer to Purchase Notes. If the Issuer shall be required to commence an offer to all Holders to purchase Notes (a "Purchase Offer") pursuant to Section 4.15 hereof, the Issuer shall follow the procedures specified below. The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer shall purchase all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on the Notes shall be paid to the Persons in whose names the Notes are registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. Upon the commencement of a Purchase Offer, the Issuer shall send, by first class mail, a notice thereof to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state:
(a) that the Purchase Offer is being made pursuant to this Section 3.10 and Section 4.15 hereof and the length of time the Purchase Offer shall remain open;
(b) the purchase price and the Purchase Date;
(c) that any Note not tendered or accepted for payment shall continue to accrue interest;
(d) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Purchase Date;
(e) that Holders electing to have Notes purchased pursuant to such Purchase Offer shall be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes duly completed, or transfer by book-entry transfer to the Issuer, a depository, if appointed by the Issuer, or a Paying Agent at the address specified in the notice prior to the expiration of the Offer Period;
(f) that Holders shall be entitled to withdraw their election if the Issuer, the depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transm...
Offer to Purchase Notes. During the term of this agreement:
(a) if the Investor acquires all of the Corporation's issued and outstanding 14% Senior Notes, due 2009 (the "Notes"), the Investor shall:
(i) within ten (10) days of completing its last purchase of the Notes, notify and offer (the "Note Offer") to sell all of the Notes to the Corporation at an amount equal to all of its direct and indirect costs and expenses relating to the acquisition and carrying costs of the Notes, including legal, accounting, tax and other advisory fees, interest expense, cost of capital, capitalized costs, and reasonable commissions, finders fees and any other ancillary costs or expenses (the "Costs"). Within ten (10) days of receiving the Note Offer, if the Corporation desires to purchase all of the Notes, it shall notify the Investor in writing of its intention and the purchase and sale transaction shall be completed within ten (10) days thereafter at the offices of the Investor or such other place as the parties may agree; and
(ii) cause its nominee directors that are on the board of the Corporation to abstain from voting on any matters dealing with the Note Offer; or
(b) if the Investor acquires less than 100% of the Notes and subsequently disposes of any Notes, the Investor shall:
(i) within ten (10) business days pay to each of the Shareholders an amount equal to the product of: (A) the Investor's proceeds of disposition less all expenses, fees and taxes incurred in relation thereto, and less its Costs, multiplied by (B) each of the Shareholders' proportionate percentage interest in the outstanding common shares of the Corporation as at the date of payment; and
(ii) cause its nominee directors that are on the board of the Corporation to abstain from voting on any matters dealing with this paragraph 19(b).
Offer to Purchase Notes. If the Issuer shall be required to commence an offer to all Holders to purchase Notes (a "Purchase Offer") pursuant to Section 4.15 hereof, the Issuer shall follow the procedures specified below. The Purchase Offer shall remain open for a period of 20 Business Days following its commencement (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuer shall purchase all Notes tendered in response to the Purchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on the Notes shall be paid to the Persons in whose names the Notes are registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Purchase Offer. Upon the commencement of a Purchase Offer, the Issuer shall send, by first class mail, a notice thereof to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Offer to Purchase Notes. The offer to purchase Notes contemplated by subparagraphs (a) and (b) of this Section 8.3 shall be an offer to purchase, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Purchase Date”). If such Proposed Purchase Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.3, such date shall be not less than 60 days and not more than 90 days after the date of such offer (if the Proposed Purchase Date shall not be specified in such offer, the Proposed Purchase Date shall be the 75th day after the date of such offer).
Offer to Purchase Notes. Each Monetization Payment Offer shall be an offer to purchase, in accordance with and subject to this Section 8.7 (and without duplication of any Monetization Payment Offer under and as defined in Section 8.7 of the Series 2007-A Notes), an aggregate principal amount of the Notes at the Monetization Payment Offer Price in an amount equal to the Series 2005-A Monetization Payment Offer Amount.
Offer to Purchase Notes. The purchase price for the Notes for any offer under paragraph (a) or (b) above will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are duly tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of $1,000 principal amount will be purchased.
Offer to Purchase Notes. 32 ARTICLE 4. COVENANTS
Offer to Purchase Notes. In the event that the transactions contemplated by the Offer to Purchase Notes are not consummated on or prior to November 9, 2007 for any reason, the Company shall take all actions necessary to effect the prepayment of the Existing Notes in accordance with Section 12(b) thereof as soon as practicable.
Offer to Purchase Notes. Any offer to purchase the Notes contemplated by this Section 9.7 shall be an offer to purchase all, but not less than all, the Notes held by each Holder on a date specified in such offer (the "Proposed Purchase Date"). If such Proposed Purchase Date is in connection with an offer contemplated by Section 9.7(a), such date shall be not less than sixty (60) days and not more than ninety (90) days after the date of such offer.
Offer to Purchase Notes. The offer to purchase Notes contemplated by subparagraph (a) of this Section 8.3 shall be an offer to purchase, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, "HOLDER" in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the "PROPOSED PURCHASE DATE"). Such date shall be not less than 30 days after the date of such offer (if the Proposed Purchase Date shall not be specified in such offer, the Proposed Purchase Date shall be the date of occurrence of the Change in Control).
