Portfolio Acquisition. In furtherance of the provisions of Section 2.1 hereof, the Sponsor further specifically authorizes and directs the Trustees:
(a) to enter into the Contract with respect to the Shares subject thereto with the Seller on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contracts, to pay the Firm Purchase Price and the Additional Purchase Price, if any, thereunder with the proceeds of the sale of the TIMES, net of underwriting commissions and other expenses payable in connection with the public offering of the TIMES as described in Section 3.2 hereof and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from the Seller on the Exchange Date the Shares subject thereto (or, if the Seller elects the Cash Settlement Alternative under the Contract, the amount in cash specified in the Contract in respect thereof) so that the Trust may execute the Exchange with the Holders; and
(b) to purchase for settlement at the First Time of Delivery, and at the Second Time of Delivery, as appropriate, with the proceeds of the sale the TIMES, net of underwriting commissions and other expenses payable in connection with the public offering of the TIMES, U.S. Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator having the terms set forth on Schedule I hereto ("Treasury Securities").
Portfolio Acquisition. So long as no Event of Default then exists, if (A) Landlord’s prior written consent is required for (i) Tenant or Guarantor incurring any Debt pursuant to paragraph 33 below or (ii) in connection with any assignment of Tenant’s interests in this Lease and (B) Landlord fails (within 30 calendar days of Tenant’s written request) or, if earlier declines to provide such consent (“Landlord’s Rejection Date”), Tenant shall have the option to acquire the Premises (“Portfolio Acquisition Option”) upon the terms and conditions set forth in this paragraph 32. Within thirty (30) calendar days of Landlord’s Rejection Date, Tenant shall have the right, but not the obligation, to provide written notice (“Acquisition Notice”) to Landlord that Tenant is irrevocably exercising its Portfolio Acquisition Option to purchase the Premises for a price equal to the sum of the Calculated Premises Price plus all charges incident to any transaction pursuant to this paragraph 32, including Landlord’s attorneys’ fees and expenses together with all prepayment fees and expenses, including attorneys’ fees and expenses due Mortgagee arising out of such transaction. Within ten (10) Business Days after Landlord’s receipt of such Acquisition Notice, Landlord shall have the right, exercisable by providing written notice thereof to Tenant within such ten (10) Business Day period, to either (y) waive the requirement for Landlord’s consent referred to in clause (A) of this paragraph or (z) proceed with the sale of the Premises to Tenant (the failure to provide such written notice within such ten (10) Business Day period being deemed an election under clause (z)). If Tenant shall have provided the Acquisition Notice and Landlord shall not have elected to waive the requirement for Landlord’s consent under clause (y) of preceding sentence, then Landlord and Tenant shall close Tenant’s acquisition of the Premises on an all cash basis at such price 45 calendar days after the date Landlord receives the Acquisition Notice, in accordance with paragraph 29 above.
Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Settlor further specifically authorizes and directs the Trustees:
(a) to enter into the Contracts with the respective Shareholders and, subject to satisfaction of the conditions set forth in each such Contract, to pay the Firm Initial Forward Amount and the Additional Initial Forward Amount, if any, to the applicable Shareholder thereunder with the proceeds of the sale of the Trust Securities, net of the Initial Purchasers’ discount and net of the purchase price paid for the stripped Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in each Contract (including, if applicable, the occurrence of an Acceleration upon Event of Default, Special Acceleration or Optional Acceleration), each Contract shall entitle the Trust to receive from the applicable Shareholder on the Exchange Date the Shares and/or other Exchange Property subject thereto for distribution to the Holders in the Exchange; provided that, notwithstanding anything to the contrary in any Contract or herein, if the number of Shares (or other Exchange Securities) deliverable to the Trust on any date would cause the Trust or any group (within the meaning of Section 13 under the Exchange Act) of which the Trust is part to have beneficial ownership in excess of 9.9% of the then outstanding Shares (or 9.9% of the then outstanding voting securities of the applicable issuer), the Trust shall notify the applicable Shareholders of the amount of such excess and each such Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until such Shareholder has satisfied all of its delivery requirements under the applicable Contract); provided that by the close of business on each Business Day, the Trust shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to the Holders; and
(b) to purchase for settlement (i) at the First Time of Delivery (or as soon as practicable thereafter), with the net proceeds of the sale of the Trust Securitie...
Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.04 hereof, the Sponsor further specifically authorizes and directs the Trustees, acting in the name and on behalf of the Trust:
(a) to use all the proceeds from the sale of the TrUEPrS on each Issue Date pursuant to the TrUEPrS Subscription Agreement and the Purchase Agreement to subscribe for and purchase on such Issue Date from the U.K. Company Debt Securities with an aggregate principal amount equal to such proceeds and (1) upon the occurrence of an Exchange Event (other than an Exchange Event resulting from the redemption or Buy-Back of the ANZ Preference Shares for cash with respect to which the Exchange Rate Condition is satisfied (a "Qualifying Exchange Event")) to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Debt Securities (other than the Interest Portion thereof, if any) to purchase from the U.K. Company, subject to and in accordance with the terms and conditions of the Debt Securities, as soon as possible on the Exchange Date, Jersey Preference Shares owned by the U.K. Company with an aggregate stated liquidation value equal to the aggregate principal amount of Debt Securities so redeemed and (B) distribute the Interest Portion, if any, of such cash redemption proceeds to Holders in accordance with Section 2.07(b) hereof, and (2) upon the occurrence of a Qualifying Exchange Event, to distribute the cash proceeds from the redemption of the Debt Securities to Holders in accordance with Section 2.07(b) hereof;
(b) to enter into the ADRs Purchase Contract and upon the occurrence of any Exchange Event other than a Qualifying Exchange Event, (1) if the Exchange Event does not result from the redemption or Buy-Back of the ANZ Preference Shares for cash, to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Jersey Preference Shares acquired as contemplated in Section 2.06(a)(1) to purchase, in accordance with and subject to the terms and conditions of the ADRs Purchase Contract, ADSs representing the ANZ Preference Shares owned by the Jersey Subsidiary with an aggregate liquidation value equal to the aggregate liquidation value of the Jersey Preference Shares so redeemed, as soon as possible on the Exchange Date, and (B) to distribute the ADSs so purchased to Holders in accordance with Section 2.07(a) hereof, or (2) if the Exchange Event results fro...
Portfolio Acquisition. The consummation of a Portfolio Acquisition not more than 5 Business Days following the consummation thereof, such notice to be accompanied by an Officer’s Compliance Certificate giving pro forma effect to such Portfolio Acquisition.
Portfolio Acquisition. The consummation of a Portfolio Acquisition not more than 5 Business Days following the consummation thereof, such notice to be accompanied by an Officer’s Compliance Certificate giving pro forma effect to such Portfolio Acquisition. Each notice pursuant to this Section 5.3 shall be accompanied by a statement of a Responsible Officer setting forth reasonable details of the occurrence referred to therein and stating what action Hyatt proposes to take with respect thereto.
Portfolio Acquisition. 9 SECTION 2.4
Portfolio Acquisition. In furtherance of the provisions of Section 2.1 hereof, the Sponsor further specifically authorizes and directs the Trustees:
(a) to enter into the Contracts with respect to the Shares subject thereto with the Sellers on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contracts, to pay the Firm Purchase Price and the Additional Purchase Price, if any, thereunder with the proceeds of the sale of the Securities, net of expenses payable in connection with the public offering of the Securities as described in Section 3.2 hereof and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contracts, the Contracts shall entitle the Trust to receive from each of the Sellers on the Exchange Date the Shares subject thereto so that the Trust may execute the Exchange with the Holders; and
(b) to purchase for settlement at the First Time of Delivery, and at the Second Time of Delivery, as appropriate, with the proceeds of the sale of the Securities, net of expenses payable in connection with the public offering of the Securities, U.S. Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator having the terms set forth on Schedule I hereto ("Treasury Securities").
Portfolio Acquisition. In furtherance of the provisions of Section 2.1 hereof, the Sponsor further specifically authorizes and directs the Trustees:
(a) to enter into the Contract with respect to the Shares subject thereto with the Seller on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contract, to pay the Firm Purchase Price and the Additional Purchase Price, if any, thereunder with the proceeds of the sale of the Securities, net of expenses payable in connection with the public offering of the Securities as described in Section 3.2 hereof and net of the purchase price paid for the Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from the Seller on the Exchange Date the Shares subject thereto (or, if the Seller elects the Cash Settlement Alternative under the Contract, the amount in cash specified in the Contract in respect thereof) so that the Trust may execute the Exchange with the Holders; and
(b) to purchase for settlement at the First Time of Delivery, and at the Second Time of Delivery, as appropriate, with the proceeds of the sale of the Securities, net of expenses payable in connection with the public offering of the Securities, U.S. Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator having the terms set forth on Schedule I hereto ("Treasury Securities").
Portfolio Acquisition. In furtherance of the provisions of Section 2.4 hereof, the Sponsors further specifically authorize and direct the Trustees, acting on behalf of the Trust:
(a) to enter into the Contract with respect to the Reference Property with the Contracting Stockholder on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in the Contract, to pay to the Contracting Stockholder the Firm Consideration Amount and any Option Consideration Amount thereunder with the proceeds of the sale of the STRYPES, net of (1) the underwriting discount, (2) the purchase price paid for the U.S. Treasury Securities as provided in paragraph (b) below, and (3) an amount in cash equal to the difference between the aggregate amount of all Quarterly Distributions to be made on the STRYPES and the aggregate proceeds to be received from the U.S. Treasury Securities upon maturity; and, subject to the adjustments and exceptions set forth in the Contract, the Contract shall entitle the Trust to receive from the Contracting Stockholder on the Settlement Date a specified number or amount of each type of Reference Security and other property constituting part of the Reference Property (or, if the Contracting Stockholder elects to exercise the Cash Settlement Option under the Contract, an amount of cash with an equal value) so that the Trust may execute the Exchange with the Holders; and
(b) to purchase for settlement on the Firm Payment Date, and on any Date of Delivery, as appropriate, with the proceeds of the sale the STRYPES, net of the underwriting discount, U.S. Treasury securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator having the terms set forth on Schedule I hereto ("U.S. Treasury Securities").
