Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 10 contracts
Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate of its Subsidiaries to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it the Company or any Subsidiary or any Affiliate of its Subsidiaries 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.
Appears in 6 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)
Purchase of Notes. The Company will not and will not permit any Subsidiary Controlled Affiliate (nor solicit, request or induce any Affiliate other Affiliate) to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any Series except (a) upon the payment or prepayment of each tranche of the Notes of such Series in accordance with the terms of this Agreement and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5051% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes.
Appears in 6 contracts
Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any Series except (a) upon the payment or prepayment of each tranche of the Notes of such Series in accordance with the terms of this Agreement and or the applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5051% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes.
Appears in 6 contracts
Samples: Note Purchase Agreement (Steris Corp), Note Purchase Agreement (Steris Corp), Note Purchase Agreements (Steris Corp)
Purchase of Notes. The Except as otherwise provided in this Section 8, the Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay prepay, or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase (which offer may or may not include the Make-Whole Amount, if any, or any outstanding Notes portion thereof) made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions, provided that at the time such offer is made and after giving effect to such purchase, no Default or Event of Default shall exist. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, shall contain a representation by the Company that no Default or Event of Default exists or would exist after giving effect to such proposed purchase of Notes, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 5 contracts
Samples: Guaranty Agreement (Smucker J M Co), Note Purchase Agreement (Smucker J M Co), Note Purchase Agreement (Smucker J M Co)
Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company any Obligor or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding Required Holders accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it either Obligor or any Subsidiary or any Affiliate of their Affiliates 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.
Appears in 5 contracts
Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes with sufficient information to enable it to make an informed decision with respect to such offer, offer and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate outstanding principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled by the Company to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding a specified principal amount of Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with reasonably sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of any Series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of any Series at the time outstanding upon the same terms and conditions, provided that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes then of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten five (105) Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes of the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Texas New Mexico Power Co)
Purchase of Notes. The Company Issuer will not and will not permit any Subsidiary or any Affiliate of its Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 4 contracts
Samples: Note Purchase Agreement (CoreSite Realty Corp), Note Purchase Agreement (CoreSite Realty Corp), Subsidiary Guaranty Agreement (CoreSite Realty Corp)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all any series of Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary the Company 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.
Appears in 4 contracts
Samples: Master Note Purchase Agreement (Polaris Industries Inc/Mn), Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc)
Purchase of Notes. The Company Constituent Companies will not not, and will not permit any Subsidiary or any Affiliate to of their Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the a Constituent Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the relevant Constituent Company shall, or shall cause its Affiliate to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 4 contracts
Samples: Agreement (Hawaiian Electric Co Inc), Hawaiian Electric and Subsidiaries (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc)
Purchase of Notes. The Company Neither Obligor will, and neither Obligor will not and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company either Obligor or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary it, the Guarantor 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.
Appears in 4 contracts
Samples: Note and Guarantee Agreement (Amcor PLC), Note and Guarantee Agreement (Amcor PLC), Amcor Finance (Amcor PLC)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of either series except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 4 contracts
Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the applicable Notes or (b) pursuant to a written offer to purchase any outstanding Notes of such Series made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding of such Series upon the same terms and conditions. Any A failure by a holder of Notes to respond within fifteen Business Days to any such offer made pursuant to this Section 8.5 shall provide each holder with sufficient information be deemed to enable it to make an informed decision with respect to constitute a rejection of such offer, and shall remain open for at least ten (10) Business Daysoffer by such holder. If the holders of more than 50% of the aggregate principal amount of the Notes of a Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such Series of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder of Notes of such Series at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)
Purchase of Notes. The Company Fund will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.), Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.), Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Purchase of Notes. The Company Issuer will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of the different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Pledge Agreement (Sunstone Hotel Investors, Inc.), Pledge Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquireacquire or assume, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or and (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding each holder upon the same terms and conditions. Any such offer made pursuant to clause (b) of the immediately preceding sentence shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten thirty (1030) Business Days. If the holders of more than 5030% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five thirty (530) Business Days from its receipt of such notice to accept such offer; provided, that, in no event shall any holder be obligated to accept such offer from the Company. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligor Agent shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company Obligor Agent will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co)
Purchase of Notes. The Company will not None of the Obligors will, and the Obligors will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company any Obligor or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five three (53) Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary them 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (Vectren Utility Holdings Inc), Note Purchase Agreement (Vectren Utility Holdings Inc), Vectren Utility Holdings Inc
Purchase of Notes. The Company Neither the Parent nor the Issuer will not and nor will not they permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of such Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (STAG Industrial, Inc.), Note Purchase Agreement (STAG Industrial, Inc.), Note Purchase Agreement (STAG Industrial, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of a series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of a series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc), Note Purchase Agreement (Energizer Holdings Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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. Notwithstanding anything contained in this Section 8.5 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any prepayment of the Notes pursuant to the provisions of Section 8.5. shall be allocated among all of the Notes of all Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.
Appears in 3 contracts
Samples: Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Note Purchase Agreement, Note Purchase Agreement
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement, Agreement (Kayne Anderson MLP Investment CO)
Purchase of Notes. The Neither the Parent Guarantor nor the Company will not and nor will not they permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Parent Guarantor, the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any ; provided any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If ; provided further, if the holders of more than 5033 1/3% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent Guarantor 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.
Appears in 3 contracts
Samples: Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp)
Purchase of Notes. The Company Constituent Companies will not not, and will not permit any Subsidiary or any Affiliate to of their Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the a Constituent Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditionsconditions but taking into account the different maturity dates and interest rates for each series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the relevant Constituent Company shall, or shall cause its Affiliate to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 3 contracts
Samples: Agreement (Hawaiian Electric Industries Inc), Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a Series at the Notes then time outstanding upon the same terms and conditions, except that during the occurrence and continuance of a Default or Event of Default such offers shall be made pro rata to the holders of all Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Collateral Agency Agreement (Modine Manufacturing Co), Modine Manufacturing Co
Purchase of Notes. The Issuer and the Company will not not, and will not permit any Subsidiary or any Affiliate to of their respective Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Issuer, the Company or an Affiliate any of their Affiliates pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Evans Bob Farms Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate of its Subsidiaries to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it the Company or any Subsidiary or any Affiliate of its Subsidiaries 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.
Appears in 2 contracts
Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an any other Affiliate pro rata to the holders of all Notes of any series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes of the applicable series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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. Notwithstanding anything contained in this Section 8.5 to the contrary, if and so long as any Default or Event of Default shall have occurred and be continuing, any offer to purchase the Notes pursuant to the provisions of Section 8.5(b) shall be allocated among all of the Notes of all series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.
Appears in 2 contracts
Samples: Note Purchase Agreement (Kilroy Realty, L.P.), Guaranty Agreement (STORE CAPITAL Corp)
Purchase of Notes. The Company Neither the Parent nor the Issuer will not and nor will not they permit any Subsidiary or any Affiliate of their Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of any series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Parent, the Issuer or an Affiliate any of their Affiliates pro rata to the holders of all Notes of any series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes of the applicable series then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary it, the Parent 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (STAG Industrial, Inc.), Note Purchase Agreement (STAG Industrial, Inc.)
Purchase of Notes. The Neither the Parent nor the Company will not will, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Master Note Purchase Agreement (Encore Wire Corp /De/), Note Purchase Agreement (Encore Wire Corp /De/)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Controlled Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an a Controlled Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer pursuant to the preceding clause (b) shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Controlled 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (WABCO Holdings Inc.), Note Purchase Agreement (WABCO Holdings Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in the interest rates and maturities of the Notes of different Series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (C. H. Robinson Worldwide, Inc.), Note Purchase Agreement (C H Robinson Worldwide Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of a series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes of such series or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Subordination Agreement (ENERPLUS Corp), Guarantee and Subordination Agreement (Enerplus Resources Fund)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten fifteen (1015) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b).
Appears in 2 contracts
Samples: Purchase Agreement (Hercules Capital, Inc.), Note Purchase Agreement (Hercules Capital, Inc.)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for acceptance for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate unpaid principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Eastgroup Properties Inc), Eastgroup Properties Inc
Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate a Controlled Entity pro rata to the holders of all any Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Obligors to enable it the holder to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the then-outstanding Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it any Obligor or any Subsidiary or any Affiliate Controlled Entity 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.
Appears in 2 contracts
Samples: Note Purchase Agreement, Patterson Companies (Patterson Companies, Inc.)
Purchase of Notes. The Company EUR Issuer will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company EUR Issuer or an such Affiliate pro rata to the holders of all Notes at the Notes then time outstanding and upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company EUR Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company EUR Issuer will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate thereof pursuant to any payment, payment or 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.. Lineage Logistics Note Purchase Agreement
Appears in 2 contracts
Samples: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all any series of Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary the Company 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Tetra Technologies Inc), Note Purchase Agreement (Tetra Technologies Inc)
Purchase of Notes. The Neither Constituent Company will, or will not and will not permit any Subsidiary or any Controlled Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the a Constituent Company or an a Controlled Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it a Constituent Company or any Subsidiary or any Controlled 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.
Appears in 2 contracts
Samples: Subsidiary Guaranty Agreement (Rexford Industrial Realty, Inc.), Subsidiary Guaranty Agreement (Rexford Industrial Realty, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders Holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder Holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders Holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes Holders of such fact and the expiration date for the acceptance by holders Holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder Holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Tortoise MLP Fund, Inc.), Tortoise Energy Infrastructure Corp
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate it controls to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of any Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or 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. Notwithstanding anything contained in this Section 8.5 to the contrary, any offer to purchase Notes made by the Company or any Affiliate shall be pro rata across all Series of Notes if any Default or Event of Default exists at the time of such purchase or immediately after giving effect thereto.
Appears in 2 contracts
Samples: Note Purchase Agreement (Myers Industries Inc), Note Purchase Agreement (Myers Industries Inc)
Purchase of Notes. The Company No Issuer will, nor will not and will not any Issuer permit any Subsidiary or any Affiliate to it controls to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding (with identical information provided to, and upon the same terms for, each holder of Notes at such time) made by the Company Issuers or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 14 Business Days, provided that an offer made pursuant to clause (b) is not made concurrently with or as a condition to or in consideration of or otherwise in connection with an amendment or waiver to this Agreement. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it or any Subsidiary of them 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Curtiss Wright Corp), Note Purchase Agreement (Curtiss Wright Corp)
Purchase of Notes. The Company will not and will not permit any Subsidiary other Note Party or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Company, any other Note Party or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or it, any Subsidiary other Note Party 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all the applicable series of Notes then at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5020% of the aggregate principal amount of the applicable series of Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such series of Notes of such fact and the expiration date for the acceptance by holders of such series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled Entity 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.
Appears in 2 contracts
Samples: Master Note Purchase Agreement (Crescent Capital BDC, Inc.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Agency Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the all holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (taking into account differences in the interest rates and maturities of the various series of Notes). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Associated Estates Realty Corp), Associated Estates Realty Corp
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Pebblebrook Hotel Trust), Pledge Agreement (Pebblebrook Hotel Trust)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Tortoise MLP Fund, Inc., Tortoise Energy Infrastructure Corp
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such Series of such fact and the expiration date for the acceptance by holders of Notes of such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Private Shelf Agreement (Wausau Paper Corp.), Note Agreement (Wausau Paper Corp.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate a Controlled Entity pro rata to the holders of all Notes of such Series at the time outstanding upon the same terms and conditions, provided, that if and so long as any Default or Event of Default shall have occurred and be continuing, such written offer shall be made pro rata to the holders of all Notes then of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes of the applicable Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of Notes of such fact and the expiration date for the acceptance by holders of such Series of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of a particular Series acquired by it or any Subsidiary or any Affiliate Controlled Entity pursuant to any payment, prepayment or purchase of such Series of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Series of Notes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Crescent Capital BDC, Inc.), Note Purchase Agreement (Crescent Capital BDC, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5033-1/3% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Global Water Resources, Inc.), Note Purchase Agreement (Global Water Resources, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement) and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (International Speedway Corp), Purchase Agreement (International Speedway Corp)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in the interest rates, currencies and maturities of the Notes of different Series), which offer shall remain outstanding for a reasonable period of time (not to be less than 15 days). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding Required Holders accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by the holders of the Notes of such offer shall be extended by the number of days necessary to give each such remaining holder holders at least five (5) Business Days 15 days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, payment or 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.
Appears in 2 contracts
Samples: Credit Agreement Whitestone Reit Operating (Whitestone REIT), Note Purchase and Guaranty Agreement (Whitestone REIT)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase all or any portion of the outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 2 contracts
Samples: Note Purchase Agreement (Solar Senior Capital Ltd.), Note Purchase Agreement (Solar Capital Ltd.)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions, but taking into account the different maturity dates and interest rates of each series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Note Purchase Agreement (New Jersey Resources Corp)
Purchase of Notes. The Company Issuer will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (except to the extent necessary to reflect differences in interest rates and maturities of the Notes of the different series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it or any Subsidiary 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. Make-Whole Amount.
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate Controlled Entity to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate a Controlled Entity pro rata to the holders of all any Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Obligors to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the then-outstanding Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it any Obligor or any Subsidiary or any Affiliate Controlled Entity 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes (including, without limitation, in connection with any Debt Offered Prepayment Application accepted by any holder of a Note) or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 5075% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: American Homestar Corp
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate which it controls to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate which the Company controls pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5033% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate which it controls 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.
Appears in 1 contract
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate a Subsidiary pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Tortoise Power (Tortoise Power & Energy Infrastructure Fund Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary other Note Party or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Company, any other Note Party or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount amounts of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or it, any Subsidiary other Note Party or any Affiliate pursuant to any payment, prepayment or purchase of Notes American Assets Trust, L.P. Note Purchase Agreement pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.
Appears in 1 contract
Samples: Note Purchase Agreement (American Assets Trust, L.P.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquireacquire after the date of the Closing, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate after the date of the Closing 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.. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b). BLACKSTONE PRIVATE CREDIT FUND NOTE PURCHASE AGREEMENT
Appears in 1 contract
Purchase of Notes. The Company Issuer will not not, and will not permit the Parent Company or any Subsidiary or any Affiliate to of the Parent Company to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuer or an Affiliate such Subsidiary pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuer shall, or shall cause such Subsidiary to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Issuer will promptly cancel all Notes acquired by it it, the Parent Company or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the Parent Company Guaranty and no Notes may be issued in substitution or exchange for any such Notes.
Appears in 1 contract
Purchase of Notes. The Company CompanyObligors will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company Companyan Obligor or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. A failure by a holder of Notes to respond within 15 Business Days to any such offer made pursuant to this Section 8.5 shall be deemed to constitute a rejection of such offer by such holder. If the holders of more than 5051% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Companysuch Obligor or such Affiliate shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary iteither Obligor 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.
Appears in 1 contract
Samples: Note Purchase Agreement (Intercontinentalexchange Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes of a series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes of any series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such series of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company Fund will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary 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.. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Total Return Fund Inc.)
Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten thirty (1030) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such Oaktree Capital Management, L.P. Note and Guaranty Agreement fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five ten (510) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Note and Guaranty Agreement (Oaktree Capital Group, LLC)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes with sufficient information to enable it to make an informed decision with respect to such offer, offer and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate outstanding principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder holders of Notes at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of such Series in accordance with the terms of this Agreement and the Notes of such Series or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata (based on outstanding principal balance of the Notes in question) to the holders of all Notes of any or all Series at the Notes then time outstanding upon the same terms and conditionsconditions for all Notes of the same Series. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes or Series of Notes, as the case may be, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 15 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Delta Natural Gas Co Inc
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate of its Affiliates to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes Notes, or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it the Company or any Subsidiary or any Affiliate of their Affiliates 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes or any part or portion thereof except (a) upon the payment or prepayment of the such Notes in accordance with the terms of this Agreement and the such Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (other than differences attributable to the differences in the interest rates and maturity dates of the Series D Notes and the Series E Notes). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 5010% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligor Agent shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of such Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company Obligor Agent will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. (a) The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (ai) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes, (ii) upon a purchase of the Notes pursuant to Section 8.5(b), (iii) provided that no Event of Default has occurred and is continuing, upon an open market purchase of any Note from any holder thereof, or (biv) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditionsconditions but taking into account the different maturity dates and interest rates for each series of Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Agreement (Hawaiian Electric Co Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquireacquire after the date of the Closing, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate after the date of the Closing 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. For the avoidance of doubt, no Prepayment Settlement Amount shall be owed in connection with any prepayment made pursuant to this Section 8.5(b) unless offered by the Company.
Appears in 1 contract
Samples: Master Note Purchase Agreement (Owl Rock Capital Corp III)
Purchase of Notes. The Company Fund will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Fund or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company Fund shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Fund will promptly cancel all Notes acquired by it or any Subsidiary 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.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Purchase of Notes. The Company Obligor will not not, and the Obligor will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligor or an any such Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company Neither Issuer will, and neither Issuer will not and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Issuers or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days30 days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Issuers shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company Issuers will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes purchase, made by the Company or an Affiliate Affiliate, pro rata to the holders of all Notes at the Notes then outstanding time outstanding, upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5020% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall, or shall cause its Affiliate to, promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Macquarie Infrastructure CO LLC)
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to Controlled by the Company to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company 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.
Appears in 1 contract
Purchase of Notes. The Company will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes with sufficient information to enable it to make an informed decision with respect to such offer, offer and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate outstanding principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.. Section 8.6
Appears in 1 contract
Samples: Note Purchase Agreement
Purchase of Notes. The Company will not and will not permit any Subsidiary or any any. Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes. However, the Company may purchase, redeem, prepay or acquire any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 15 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the applicable Notes or (b) pursuant to a written offer to purchase any outstanding Notes of such series made by the Company or an Affiliate pro rata to the holders of all the Notes then of such Series upon the same terms and conditions, provided, that if and so long as any Default or Event of Default exists, such written offer shall be made pro rata to the holders of all Notes of all Series outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5035% of the aggregate principal amount of the Notes of a series then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer series shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes of such series may be issued in substitution or exchange for any such Notes.
Appears in 1 contract
Samples: Union Electric Co
Purchase of Notes. The Company will will, not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business DaysDays unless the Company and the Required Holders agree to another time period pursuant to Section 17. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offeroffer unless the Company and the Required Holders agree to another time period pursuant to Section 17. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company Obligors will not not, and will not permit any Subsidiary or any Affiliate to to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company one or an Affiliate more Obligors or their Affiliates pro rata to each holder of Notes at the holders of all the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 15 Business Days. If the holders of more than 50% or more of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by such holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 15 Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Unitech Services (Unifirst Corp)
Purchase of Notes. The Company Neither Obligor will not and nor will not either Obligor permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it either Obligor or any Subsidiary or any such 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata (without regard to Series) to the holders of all Notes at the Notes then time outstanding upon substantially the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 14 Business Days. If the holders of more than 5015% of the aggregate principal amount of the Notes then outstanding timely accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes at not less than par plus accrued interest made by the Company or an Affiliate pro rata to the holders of all All Notes of All Series at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten 30 days. A failure by a holder to respond to an offer under clause (10b) Business Daysabove or to accept any such offer as to all of such offer made to such holder, within the offer period, shall be deemed to constitute acceptance of such offer by such holder. If the holders of more than 5025% of the aggregate principal amount of the All Notes of All Series then outstanding accept or are deemed to have accepted such offer, the Company shall promptly notify the remaining holders of Notes of such fact the actual percentage that have accepted and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all of the Notes then at the time outstanding upon the same terms and conditionsconditions with respect to the Notes, with respect to which there is an offer to purchase. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes Notes, then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all any series of Notes at the Notes then time outstanding upon the same terms and conditionsconditions (it being agreed that the Company may purchase Notes from accepting holders pursuant to such offer on a non pro-rata basis to the extent the offer is not accepted by all holders). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. The Company shall provide the Agent notice of any such offer on or before the date such offer is made by the Company or an Affiliate. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary the Company or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement (and notify Agent of the same) and no Notes may be issued in substitution or exchange for any such Notes.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a) upon the payment or prepayment of the Notes of such series in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Company, any Subsidiary or an Affiliate pro rata to the holders of all Notes of any such series at the Notes then time outstanding upon the same terms and conditions, provided that if (i) a Default or Event of Default has occurred and is continuing at the time such offer to purchase is made or on the date set for purchase or (ii) if a Default or Event of Default would result from such purchase, then any such offer to purchase pursuant to this Section 8.5 shall be made on a pro rata basis to the holders of all Notes at the time outstanding (without regard to series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 10 Business Days. If the holders of more than 5035% of the aggregate principal amount of the Notes of such series then outstanding accept such offer, the Company shall promptly notify the remaining holders of the Notes of such series of such fact and the expiration date for the acceptance by holders of Notes of such series of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 5 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or it, any Subsidiary 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.
Appears in 1 contract
Samples: Note Purchase Agreement (Toro Co)
Purchase of Notes. The Company Obligors will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company Obligors or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditionsconditions (but taking into account the respective interest rates of each Series). Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company more than 5020% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company Obligors shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company Obligors will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc)
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate Controlled by the Company to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding a specified principal amount of Notes made by the Company or an Affiliate Controlled by the Company pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder of Notes with reasonably sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 20 Business Days. If the holders of more than 5025% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer Granite State Gas Transmission, Inc. Note Purchase Agreement shall be extended by the number of days necessary to give each such remaining holder at least five (5) ten Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate Controlled by the Company 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.
Appears in 1 contract
Purchase of Notes. The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a written an offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all Notes at the Notes then time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) 30 Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary 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.
Appears in 1 contract
Samples: Credit Agreement (Tortoise North American Energy Corp)