Purchase of the Notes. (a) Each Holder hereby agrees to sell, assign, transfer and deliver the aggregate principal amount of the Notes set forth on Schedule I opposite such Holder’s name (for any Holder, as such amount may be decreased in accordance with Section 13(i) of this Agreement or increased in accordance with Section 5(c) of this Agreement, such Holder’s “Purchased Notes”) (or cause the record owner of such Holder’s Purchased Notes to validly sell, assign, transfer and deliver such Notes) to the Company and the Company agrees to purchase the Purchased Notes from their respective Holders on the Closing Date (as defined below) for cash in the amount equal to the sum of 101.5% of the aggregate principal amount of such Holder’s Purchased Notes plus accrued and unpaid interest thereon to the Closing Date (such amount, for each Holder, the “Purchase Price”), pursuant to and in accordance with the terms of this Agreement immediately following, and subject to, the consummation of the Transaction. At the Closing (as defined below), each Holder shall cause the nominee (if any) through which such Holder holds such Holder’s Purchased Notes to effect the transfer of such Holder’s Purchased Notes in accordance with the procedures of the Depository Trust Company, into a book-entry account established by or on behalf of the Company and, upon the request of the Company, shall authorize the Trustee, in a form reasonably acceptable to such Holder, to cancel such Purchased Notes upon such Holder’s receipt of the Purchase Price therefor.
(b) Provided this Agreement has not been terminated in accordance with Section 12 of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxxx Xxxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, on the date of the consummation of the Transaction (the “Closing Date”).
(c) The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:
(i) All of the representations and warranties of each Holder set forth in this Agreement shall be true and correct on the Closing Date in all material respects with the same effect as though made on such date (provided that any such representations and warranties made as of a specified date shall be required only to be true and correct in all material respects as of such specified date) and each Holder shall have executed and delivered a cert...
Purchase of the Notes. 2.1 Subject to and in accordance with the provisions of this Agreement, the Company agrees to issue to the Investor, and the Investor agrees to subscribe for the Notes (having an aggregate principal amount of $150,000,000) at an aggregate purchase price of $150,000,000 (the “Subscription Amount”).
2.2 The Company shall use the net proceeds from the issuance of the Note for the Group’s working capital and other lawful general corporate purposes consistent with past practice and in the ordinary course of business, and shall not use such proceeds (i) for the satisfaction of any portion of the Group’s debt other than payment of any amount payable hereunder or any trade payable in the ordinary course of the Group’s business and consistent with past practices, (ii) for the payment of dividends on or the redemption of any capital stock of the Group Companies, ADS or any shares, interests, rights to acquire, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by the Group Companies, (iii) for the settlement of any outstanding litigation, or (iv) for payment of any related party transaction of the Group, in each case, without the prior written consent of the Investor.
Purchase of the Notes. Subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase one or more Notes from the Issuer in accordance with such Purchaser’s Commitment for the purchase price set forth opposite such Purchaser’s name on Schedule 1. The Notes shall be purchased at a closing to be held at a location as agreed to by the Issuer and the Purchasers on the Closing Date. At such closing, the Issuer will issue to each Purchaser the applicable Note(s) in the amount set forth opposite such Purchaser’s name on Schedule 1 under the caption “Commitment” against receipt of immediately available funds by wire transfer to an account or accounts designated by the Issuer prior to the Closing Date (or in such other manner as is set forth on Schedule 1). All outstanding Commitments shall terminate on the Closing Date after giving effect to the issuance of the Notes and the receipt of proceeds thereof by the Issuer on such date. Any amount of principal which is repaid may not be reborrowed.
Purchase of the Notes. On the terms and subject to the conditions set forth in this Agreement and in the Notes, the Purchasers shall purchase from the Company and the Company shall sell to the Purchasers the Notes.
Purchase of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the satisfaction (or waiver) of the conditions set forth in Sections 5(a) and 6(a) below, at the closing (the “Closing”) the Issuers shall issue and sell to the Buyer, and the Buyer shall purchase from the Issuers, the Notes at an aggregate purchase price (the “Purchase Price”) of $20,000,000.
Purchase of the Notes. (a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase and the Company, the principal amount of Notes set forth opposite the name of such Underwriter in the Underwriting Agreement at the purchase price set forth in the Underwriting Agreement.
(b) The Company shall not be obligated to deliver any of the Notes except upon payment for all of the Notes to be purchased as provided herein. Each of the Guarantor and the Company acknowledges and agrees that the Underwriters may sell Notes to any affiliate of an Underwriter and that any such affiliate may sell Notes purchased by it to an Underwriter.
Purchase of the Notes. Relying on the representations and warranties set out in this Agreement, and subject to the terms and conditions set out in this Agreement, at each applicable Closing, the Noteholders hereby agree to purchase from the Borrowers, and the Borrowers hereby agree to issue to the Noteholders, the Notes.
Purchase of the Notes. Subject to the terms and conditions of the Dealer Agreement the Issuer hereby agrees to issue the Notes and each Manager severally and not jointly agrees to purchase such principal amount of the Notes as corresponds to its commitment as set forth in Annex B attached hereto at a purchase price of [•]% of the principal amount of the Notes (the “Purchase Price”), being the issue price of [•]% less a selling concession of [•]%of such principal amount and a management and underwriting fee of [•]% of such principal amount.
Purchase of the Notes. 8- SECTION 2.1 PURCHASE OF THE NOTES............................................................-8-
Purchase of the Notes. Each Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from such Seller, all of the Notes held by such Seller for an aggregate purchase price of $175,000,000 with respect to each Seller plus an accrued and unpaid interest on such Notes to the Closing Date (as defined below) in the amount of $645,312.50 (the “Purchase Price”).
