Purchase of Additional Notes Sample Clauses

Purchase of Additional Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii), 6(b) and 7(b) below, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing Date (as defined below), such aggregate number of Additional Notes as is set forth in such applicable Additional Closing Notice (as defined below) (each such closing of the purchase of such Additional Notes, each, an “Additional Closing”).
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Purchase of Additional Notes. Solely with respect to the Buyers so indicated on the signature page hereto, upon effectiveness of a registration statement in accordance with the Registration Rights Agreement, such Buyers hereby waive the following Equity Conditions set forth in the SPA and by execution of this Agreement such Buyers subscribe for such Additional Notes in the amount set forth opposite their name so indicated on the signature page hereto, subject to compliance with the remaining Equity Conditions: (a) The Buyers waive compliance with the Volume Failure and Price Failure requirements of the Equity Conditions; (b) The Buyers waive compliance subsection (xii) of the Equity Conditions solely with respect to any Events of Default described in Section 3 above. For an avoidance of doubt, such waivers of the Equity Conditions within this Section 7 only apply to the amounts set forth opposite their name so indicated on the signature page hereto and not for any other amount of Additional Notes.
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Purchase of Additional Notes. (i) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(b) and 6(b) below, the Company agrees to sell to each Initial Buyer, and each Initial Buyer shall have the right to purchase (the "First Option") on the First Additional Closing Date (as defined below), up to an aggregate of $200,000,000 principal amount of Additional Notes (the "First Additional Closing"). To exercise the First Option, an Initial Buyer must so notify the Company in writing (the "First Option Exercise Notice"), prior to 5:00 p.m. New York City time on April 13, 2007, which First Option Exercise Notice shall specify the principal amount of Additional Notes such Initial Buyer elects to purchase pursuant to the First Option. (ii) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(b) and 6(b) below, the Company agrees to sell to each Initial Buyer, and each Initial Buyer shall have the right to purchase (the "Second Option") on the Second Additional Closing Date (as defined below), up to a principal amount of Additional Notes equal to the lesser of (i) $50,000,000 and (ii) the difference calculated by subtracting (A) the aggregate principal amount of Additional Notes purchased by such Initial Buyer at the First Additional Closing from (B) $200,000,000 (the "Second Additional Closing"). To exercise the Second Option, an Initial Buyer must so notify the Company in writing (the "Second Option Exercise Notice") on or before the expiration of the Second Option Period, which Second Option Exercise Notice shall specify the principal amount of Additional Notes such Initial Buyer elects to purchase pursuant to the Second Option. (iii) From and after the expiration of the First Option Period, until the expiration of the Third Option Period, to the extent that the Initial Buyers have not elected to purchase the entire $400,000,000 aggregate principal amount of Additional Notes pursuant to the First Option and the Second Option, the Company, directly or through a placement agent, shall be entitled to place (the "Third Additional Closing," and when referred to with the First Additional Closing and the Second Additional Closing, each an "Additional Closing" and together, the "Additional Closings") with other investors (such investors, "Other Buyers"), such amount of the Additional Notes not previously purchased by the Initial Buyers on the same terms and conditions as the Initial Buyers received at the Initial Closing, the First Additional Cl...
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Purchase of Additional Notes. Notwithstanding anything to the contrary in the Purchase Agreements or in that certain Note Purchase Agreement between the Company and Borrower dated January 18, 2011 (the “January 2011 Purchase Agreement”), so long as (1) no Event of Default (as defined in the Notes) (and in the case of the March 2010 Note, no new Event of Default after the date of this Agreement) has occurred under any of the Notes, (2) each of the representations and warranties of Borrower in the Purchase Agreements and the January 2011 Purchase Agreement remain true and correct as of the date of purchase of each Additional Note (as defined below), (3) Borrower has increased its authorized shares of common stock to not less than 5,000,000,000 shares as of the date of purchase of such Additional Note, and (4) the Company has complied with all of its obligations and covenants herein, in the Notes, in the Purchase Agreements and in the January 2011 Purchase Agreement as of such date, the Company agrees to deliver to Borrower the sum of $50,000.00 (the “Additional Note Purchase Price”) on or around each of April 1, 2011, April 15, 2011, May 1, 2011, May 15, 2011 and June 1, 2011 as consideration for those certain Additional Notes (the “Additional Notes”) as defined in the January 2011 Purchase Agreement. Borrower and the Company acknowledge that each of the Additional Notes has previously been executed by Borrower, but none of such Additional Notes shall become effective until the Company has delivered the Additional Note Purchase Price to Borrower. Additionally, the date of each Additional Note shall be modified to be the date the applicable Additional Note Purchase Price is delivered to Borrower. For the avoidance of doubt, in the event of any conflict between the terms of this Section 4 and the January 2011 Purchase Agreement, the terms of this Section 4 shall govern.
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Purchase of Additional Notes. Solely with respect to the Buyers that indicated on the signature page of the Waiver Agreement their agreement in purchasing Additional Notes, such Buyers hereby waive the following Equity Conditions set forth in the SPA and by execution of this Agreement such Buyers subscribe for such Additional Notes in the amount set forth opposite their name so indicated on the signature page hereto, subject to compliance with the remaining Equity Conditions (as modified in the Waiver Agreement): (a) The Buyers waive compliance subsection (ii) of the Equity Conditions solely with respect to the Nasdaq Stock Market continued listing deficiencies described in Section 3 above.
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Purchase of Additional Notes. Subject to the terms and conditions set forth in this Agreement and in this Section 2.04, from time to time after the Initial Closing and until the earlier of (a) three months following the Initial Closing Date (the "Commitment Termination Date"), and (b) the consummation of a New Financing, the Purchaser shall purchase from the Company additional Notes at any Subsequent Closing up to an aggregate principal amount of $1,500,000 and an aggregate purchase price of $1,500,000 (the "Additional Notes"); provided that, the Purchaser shall only be obligated to purchase such Additional Notes if (i) the Purchaser shall have received a request in writing from the Special Finance Committee (which notice may be waived by the parties to this Agreement) specifying (A) a proposed date for the Subsequent Closing, (B) the proposed principal amount of each Additional Note to be purchased and (C) such other information as the Purchaser may request, (ii) the Purchaser and the WSP Parties shall have consented in writing to the purchase of such Additional Notes as described in the written request from the Special Finance Committee and (iii) the conditions precedent set forth in this Agreement have been satisfied or waived as provided herein.
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Purchase of Additional Notes. The Purchasers shall not be required to purchase any Additional Notes hereunder unless the Company has satisfied each of the following conditions:
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Purchase of Additional Notes. Upon the effectiveness of this Second Amendment, the Purchaser shall purchase Additional Notes in an aggregate original principal amount equal to the balance of the Purchaser’s Additional Notes Purchase Commitment (such balance being equal to $10,000,000 (Ten Million Dollars) and, in connection therewith, the Purchaser waives the conditions precedent set forth in Sections 3.2(a)(vi), 3.2(a)(vii)(x) and 3.2(a)(viii).
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Related to Purchase of Additional Notes

  • Additional Notes (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).

  • Deposit of Additional Securities (a) Subject to the requirements set forth below in this Section, the Depositor may, on any Business Day (the "Trade Date"), subscribe for Additional Units as follows: (1) Prior to the Evaluation Time defined in Section 5.01 on the Trade Date, the Depositor shall provide notice (the "Subscription Notice") to the Trustee of the Depositor's intention to subscribe for Additional Units. The Subscription Notice shall identify the Additional Securities to be acquired (unless such Additional Securities are a precise replication of the then existing portfolio) and shall either (i) specify the quantity of Additional Securities to be deposited by the Depositor on the settlement date for such subscription or (ii) instruct the Trustee to purchase Additional Securities with an aggregate cost as specified in the Subscription Notice. (2) Promptly following the Evaluation Time on such Business Day, the Depositor shall verify with the Trustee, the number of Additional Units to be created. (3) Not later than the time on the settlement date for such subscription when the Trustee is to deliver the Additional Units created thereby (which time shall not be later than the time by which the Trustee is required to settle any contracts for the purchase of Additional Securities entered into by the Trustee pursuant to the instruction of the Depositor referred to in subparagraph (1) above), the Depositor shall deposit with the Trustee (i) any Additional Securities specified in the Subscription Notice (or contracts to purchase such Additional Securities together with cash or a letter of credit in the amount necessary to settle such contracts) or (ii) cash or a letter of credit in the amount equal to the aggregate cost of the Additional Securities to be purchased by the Trustee, as specified in the Subscription Notice, together with, in each case, Cash defined below. "Cash" means, as to the Capital Account, cash or other property (other than Securities) on hand in the Capital Account or receivable and to be credited to the Capital Account as of the Evaluation Time on the Business Day preceding the Trade Date (other than amounts to be distributed solely to persons other than persons receiving the distribution from the Capital Account as holders of Additional Units created by the deposit), and, as to the Income Account, cash or other property (other than Securities) received by the Trust as of the Evaluation Time on the Business Day preceding the Trade Date or receivable by the Trust in respect of dividends or other distributions declared but not received as of the Evaluation Time on the Business Day preceding the Trade Date, reduced by the amount of any cash or other property received or receivable on any Security allocable (in accordance with the Trustee's calculation of the monthly distribution from the Income Account pursuant to Section 3.05) to a distribution made or to be made in respect of a Record Date occurring prior to the Trade Date. Each deposit made pursuant to this Section 2.05 shall replicate, to the extent practicable, the portfolio immediately prior to such deposit.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

  • Purchase of Notes The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

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