Common use of Purchase Contract Adjustment Payments Clause in Contracts

Purchase Contract Adjustment Payments. The Company shall pay, on each Payment Date, the Purchase Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. The Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto at such Person’s address as it appears on the Corporate Units Register or Treasury Units Register. Upon the occurrence of a Termination Event, the Company’s obligation to pay Purchase Contract Adjustment Payments (including any accrued Purchase Contract Adjustment Payments) shall cease. Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Purchase Contract Adjustment Payments, and the right to accrue Purchase Contract Adjustment Payments, which rights were carried by the Purchase Contracts relating to such other Certificates from the date of issuance to and excluding, the Purchase Contract Settlement Date, unless such Purchase Contracts have been settled earlier pursuant to this Agreement. In the case of any Units with respect to which (1) Cash Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, (2) Early Settlement of the related Purchase Contract is effected on an Early Settlement Date or (3) Merger Early Settlement of the related Purchase Contract is effected on a Merger Early Settlement Date, in each case, on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Purchase Contract Adjustment Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement or Merger Early Settlement, as the case may be, and such Purchase Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Units (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Units with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, an Early Settlement Date or a Merger Early Settlement Date, respectively, Purchase Contract Adjustment Payments that would otherwise be payable after the fifth Business Day preceding the Purchase Contract Settlement Date, after the Early Settlement Date or after the Merger Early Settlement Date, respectively, with respect to such Purchase Contract shall not be payable. Promptly after the calculation of any adjustment to the Purchase Contract Adjustment Payments arising from a Reset Transaction, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Adjusted Purchase Contract Adjustment Payment Rate shall be made by the Company or its agent in good faith and the Purchase Contract Agent shall have no responsibility with respect thereto. The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment to the Purchase Contract Adjustment Payments, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Amerigroup Corp)

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Purchase Contract Adjustment Payments. The Company shall pay, on each Payment Date, the Purchase Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. The Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto at such Person’s 's address as it appears on the Corporate Units PIES Register or Treasury Units PIES Register. Upon the occurrence of a Termination Event, the Company’s 's obligation to pay Purchase Contract Adjustment Payments (including any accrued Purchase Contract Adjustment Payments) shall cease. Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate UnitsPIES) any other Certificate shall carry the right to accrued and unpaid Purchase Contract Adjustment Payments, and the right to accrue Purchase Contract Adjustment Payments, which rights were carried by the Purchase Contracts relating to such other Certificates from the date of issuance to and excluding, the Purchase Contract Settlement Date, unless such Purchase Contracts have been settled earlier pursuant to this Agreement. In the case of any Units PIES with respect to which (1) Cash Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, (2) Early Settlement of the related Purchase Contract is effected on an Early Settlement Date or (3) Merger Early Settlement of the related Purchase Contract is effected on a Merger Early Settlement Date, in each case, on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Purchase Contract Adjustment Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement or Merger Early Settlement, as the case may be, and such Purchase Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Units PIES (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Units PIES with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, an Early Settlement Date or a Merger Early Settlement Date, respectively, Purchase Contract Adjustment Payments that would otherwise be payable after the fifth Business Day preceding the Purchase Contract Settlement Date, after the Early Settlement Date or after the Merger Early Settlement Date, respectively, with respect to such Purchase Contract shall not be payable. Promptly after the calculation of any adjustment to the Purchase Contract Adjustment Payments arising from a Reset Transaction, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Adjusted Purchase Contract Adjustment Payment Rate shall be made by the Company or its agent in good faith and the Purchase Contract Agent shall have no responsibility with respect thereto. The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units PIES to determine whether any facts exist which may require any adjustment to the Purchase Contract Adjustment Payments, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Sierra Pacific Resources), Purchase Contract Agreement (Sierra Pacific Resources Capital Trust Ii)

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Purchase Contract Adjustment Payments. The Company shall pay, on each Payment Date, the Purchase Contract Adjustment Payments payable in respect of each Purchase Contract to the Person in whose name a Certificate (or one or more Predecessor Certificates) is registered at the close of business on the Record Date next preceding such Payment Date in such coin or currency of the United States as at the time of payment shall be legal tender for the payment of public and private debts. The Purchase Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York maintained for that purpose or, at the option of the Company, by wire transfer or by check mailed to the address of the Person entitled thereto at such Person’s 's address as it appears on the Corporate Units Register or Treasury Units Register. Upon the occurrence of a Termination Event, the Company’s 's obligation to pay Purchase Contract Adjustment Payments (including any accrued Purchase Contract Adjustment Payments) shall cease. Each Certificate delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of (including as a result of a Collateral Substitution or the recreation of Corporate Units) any other Certificate shall carry the right to accrued and unpaid Purchase Contract Adjustment Payments, and the right to accrue Purchase Contract Adjustment Payments, which rights were carried by the Purchase Contracts relating to such other Certificates from the date of issuance to and excluding, the Purchase Contract Settlement Date, unless such Purchase Contracts have been settled earlier pursuant to this Agreement. In the case of any Units with respect to which (1) Cash Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, (2) Early Settlement of the related Purchase Contract is effected on an Early Settlement Date or (3) Merger Early Settlement of the related Purchase Contract is effected on a Merger Early Settlement Date, in each case, on a date that is after any Record Date and on or prior to the next succeeding Payment Date, Purchase Contract Adjustment Payments otherwise payable on such Payment Date shall be payable on such Payment Date notwithstanding such Cash Settlement, Early Settlement or Merger Early Settlement, as the case may be, and such Purchase Contract Adjustment Payments shall be paid to the Person in whose name the Certificate evidencing such Units (or one or more Predecessor Certificates) is registered at the close of business on such Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Units with respect to which Cash Settlement, Early Settlement or Merger Early Settlement of the related Purchase Contract is effected on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, an Early Settlement Date or a Merger Early Settlement Date, respectively, Purchase Contract Adjustment Payments that would otherwise be payable after the fifth Business Day preceding the Purchase Contract Settlement Date, after the Early Settlement Date or after the Merger Early Settlement Date, respectively, with respect to such Purchase Contract shall not be payable. Promptly after the calculation of any adjustment to the Purchase Contract Adjustment Payments arising from a Reset Transaction, the Company shall give the Purchase Contract Agent notice thereof. All calculations and determinations of the Adjusted Purchase Contract Adjustment Payment Rate shall be made by the Company or its agent in good faith and the Purchase Contract Agent shall have no responsibility with respect thereto. The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment to the Purchase Contract Adjustment Payments, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.

Appears in 1 contract

Samples: Purchase Contract Agreement (Endurance Specialty Holdings LTD)

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