Option to Purchase Senior Debt Sample Clauses

Option to Purchase Senior Debt. (a) Without prejudice to the enforcement of remedies by the Senior Creditors, any Person or Persons (in each case who must meet all eligibility standards contained in all relevant Senior Debt Documents) at any time or from time to time designated by the holders of more than 50% in aggregate outstanding principal amount of the Subordinated Obligations as being entitled to exercise all default purchase options as to the Subordinated Obligations then outstanding (an “Eligible Purchaser”) shall have the right to purchase by way of assignment (and shall thereby also assume all commitments and duties of the Senior Creditors), at any time during the exercise period described in clause (c) below of this Section 5.13, all, but not less than all, of the Senior Obligations (other than the Senior Obligations of a Defaulting Creditor), including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all Senior Obligations outstanding at the time of purchase; provided that at the time of (and as a condition to) any purchase pursuant to this Section 5.13, all commitments pursuant to any then outstanding Senior Credit Agreement shall have terminated and all Hedging Agreements constituting Senior Debt Documents shall also have been terminated in accordance with their terms. Any purchase pursuant to this Section 5.13(a) shall be made as follows:
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Option to Purchase Senior Debt. If a payment default occurs under the GCUK Notes, the holders of the GCL Notes may, but are not required to, on giving not less than 10 business day’s notice, purchase the GCUK Notes at a price equal to 100% of principal amount and accrued and unpaid interest.
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Option to Purchase Senior Debt. Notwithstanding any other provision herein, Subordinate Creditor shall have the option to purchase the Senior Debt from Senior Creditor by notifying Senior Creditor in writing thereof within ten (10) days following receipt of a Blockage Notice. Such purchase shall be effected by a closing no later than thirty (30) days following Subordinate Creditor’s notice. At such closing, Subordinate Creditor shall pay Senior Creditor cash equal to an amount which would result in Full Payment of the Senior Debt as of such closing, exclusive of any prepayment penalties or late charges, and Senior Creditor shall execute and deliver to Subordinate Creditor the original Senior Credit Documents, together with such endorsements, Collateral in Senior Creditor’s possession or control, assignments and other documents reasonably required by Subordinate Creditor; provided that Senior Creditor shall represent and warrant to Subordinate Creditor only that Senior Creditor holds the Senior Debt and Senior Credit Documents free and clear of any Liens and claims of third parties.
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Option to Purchase Senior Debt. (a) Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default under the Senior Loan Documents, Senior Creditor shall, unless (I) exigent circumstances (such as but not limited to an imminent Insolvency Event filing by a Loan Party, any risk to the Collateral or a Material Adverse Effect) exist or (II) the Event of Default under the Senior Loan Documents leads to automatic acceleration, provide Subordinated Creditor with three (3) business days’ prior written notice of the intention of Senior Creditor to accelerate the date for payment of the Senior Debt Obligations or to commence any Collateral Enforcement Action or to deliver a request to release Collateral pursuant to this Agreement (an “Acceleration Notice”). At any time on or after the date that any one or more of the following events has occurred and is continuing: (i) the Senior Creditor shall have delivered to the Subordinated Creditor an Acceleration Notice, (ii) any of the Subordinated Debt Obligations shall not have been paid in full when due and owing, or (iii) a proceeding due to an Insolvency Event shall be commenced by or against the Company or any Loan Party (each a “Triggering Event”), Subordinated Creditor and Subordinated Lenders shall have the option at any time upon five (5) business days’ prior written notice to Senior Creditor to purchase all (and only all) of the Senior Debt Obligations from the Senior Lenders upon the terms of this Section 26. Such notice from Subordinated Creditor or any Subordinated Lender (each a “Purchasing Creditor” and, collectively, the “Purchasing Creditors”) to Senior Creditor shall be irrevocable.
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Option to Purchase Senior Debt. If (a) the Senior Debt has been accelerated or otherwise becomes due and payable, (b) any payment Event of Default under Section 9.1(a) of the Senior Credit Agreement has occurred and has been continuing for a period of more than fifteen (15) days, or (c) any Event of Default under Sections 9.1(e) or 9.1(f) has occurred (each of the foregoing, a “Purchase Option Event”), upon fifteen (15) Business Days’ prior written notice to Agent (an “Exercise Notice”), Subordinated Lenders (acting severally or jointly) shall have the right to purchase, in whole but not in part, the Senior Debt for a price equal to, without duplication, the sum of:
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Option to Purchase Senior Debt. (a) Upon the occurrence of (i) a Default under the Senior Creditor Documents or (ii) a Default under the Subordinate Creditor Documents that remains unwaived or uncured for a period of 120 days, Subordinate Creditor shall have the option at any time upon five (5) business days' prior written notice from Subordinate Creditor to Senior Creditor to purchase all of the Senior Debt from the Senior Creditor. Such notice from the Subordinate Creditor to Senior Creditor shall be irrevocable.
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Related to Option to Purchase Senior Debt

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • Obligation to Purchase (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.

  • Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Option to Purchase (i) In the event that the Assuming Institution determines that there is a substantial likelihood that continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of $5,000,000 or more on the Accounting Records of the Assuming Institution will result in an expenditure, after Bank Closing, of funds by on behalf of the Assuming Institution to a third party for a specified purpose (the expenditure of which, in its best judgment, will maximize collections), which do not constitute Reimbursable Expenses or Recovery Expenses, and such expenses will exceed ten percent (10%) of the then book value thereof as reflected on the Accounting Records of the Assuming Institution, the Assuming Institution shall (i) promptly so notify the Receiver and (ii) request that such expenditure be treated as a Reimbursable Expense or Recovery Expense for purposes of this Section 2.1. (Where the Assuming Institution determines that there is a substantial likelihood that the previously mentioned situation exists with respect to continued efforts to collect a Shared-Loss Asset or an Asset for which a charge-off was effected by the Failed Bank with, in either case, a Legal Balance of less than $1,000,000 on the Accounting Records of the Assuming Institution, the Assuming Institution may so notify the Receiver and request that such expenditure be treated as a Reimbursable Expense or Recovery Expense.) Within thirty (30) days after its receipt of such a notice, the Receiver will advise the Assuming Institution of its consent or denial, that such expenditures shall be treated as a Reimbursable Expense or Recovery Expense, as the case may be. Notwithstanding the failure of the Receiver to give its consent with respect to such expenditures, the Assuming Institution shall continue to administer such Shared-Loss Asset in accordance with Section 2.2, except that the Assuming Institution shall not be required to make such expenditures. At any time after its receipt of such a notice and on or prior to the Termination Date the Receiver shall have the right to purchase such Shared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding any consent by the Receiver with respect to such expenditure.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [·] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of TH International Limited (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [·], whose address is [·] and that such Ordinary Shares be delivered to [·], whose address is [·]. If said [·] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [·], whose address is [·] and that such Warrant Certificate be delivered to [·], whose address is [·]. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [·], whose address is [·] and that such Warrant Certificate be delivered to [·], whose address is [·]. Date [__], 20__ (Signature) (Address) (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

  • Agreement to Sell and to Purchase Subject to and in accordance with the terms, conditions and provisions hereof, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on September 29, 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans on or before such date, whether or not received, of $67,614,088, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Purchaser at any time in its sole discretion:

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

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