Purchase Offer. With respect to a Portfolio Sale, subject to Section 10.5, the Administrative Member shall have sixty (60) days from the date of receipt of the Intent to Sell Notice to either (a) send BREA a Purchase Offer, or (b) notify BREA in writing that the Administrative Member is not prepared to purchase the Portfolio/Company Interest. Failure of the Administrative Member to respond in writing to the Intent to Sell Notice within such sixty (60) day period, as applicable, shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Portfolio/Company Interest.
Purchase Offer. The Company shall make an offer to Securityholders to purchase (the "Purchase Offer") on June 1 in each of the years 1999 and 2000 (each date, a "Purchase Date") 50% of the originally issued principal amount of the Securities at a purchase price (the "Purchase Price") in cash in an amount equal to 100% of the aggregate outstanding principal amount thereof, plus accrued and unpaid interest, if any, to but excluding June 7, 1999 or June 6, 2000, respectively (the "Funding Date"). Except as otherwise provided in this Section 3.09, the Purchase Offer shall be conducted in the manner set forth in Sections 3.02, 3.05 and 3.10 hereof. The Purchase Offer shall begin on May 12, 1999 or 2000, as applicable and end at 5:00 p.m. Eastern Daylight Time on the Purchase Date and no longer, except to the extent that a longer period is required by applicable law . Holders may tender Securities pursuant to the Purchase Offer any time between May 12, 1999 or 2000, as applicable, and the applicable Purchase Date. On the applicable Purchase Date, the Company shall accept for purchase the principal amount required to be purchased pursuant to this Section 3.09 (the "Purchase Offer Amount") of Securities tendered or, if less than the Purchase Offer Amount has been tendered, all Securities tendered pursuant to the Purchase Offer. The Company shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee, between March 2 and May 12 of the applicable year. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Purchase Offer. The notice, which shall govern the terms of the Purchase Offer, shall state:
(1) that the Purchase Offer is being made pursuant to Section 3.09;
(2) the Purchase Offer Amount, the formula for calculating the Purchase Price and the Purchase Date;
(3) that any Security not tendered or accepted for payment will continue to accrue interest;
(4) that any Security accepted for payment pursuant to the Purchase Offer shall cease to accrue interest on and after the Funding Date, unless the Company defaults in making payment on the Funding Date as herein provided;
(5) that Holders electing to have a Security purchased pursuant to any Purchase Offer will be required to surrender the Security, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Security completed, to the Company, the Depositary, or a Paying Agent at the address specified in the ...
Purchase Offer. See Section 10.3.(C).
Purchase Offer. With respect to a Property Sale, subject to Section 10.5, the Administrative Member shall have thirty (30) days from the date of receipt of the Intent to Sell Notice to either (a) send BREA a Purchase Offer, or (b) notify BREA in writing that the Administrative Member is not prepared to purchase the applicable Property or Properties. Failure of the Administrative Member to respond in writing to the Intent to Sell Notice within such thirty (30) day period, as applicable, shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the Property or Properties.
Purchase Offer. In the event that the Company, at any time before August 15, 2001, makes an all cash offer to purchase (the "Company Purchase Offer") all of the outstanding Notes at a purchase price not less than 105.5% of the principal amount thereof plus all accrued and unpaid interest, if any, to the date of purchase, and less than all of the outstanding Notes are tendered in response to the Company Purchase Offer, the Company shall complete the purchase of those Notes that are so tendered (which Company Purchase Offer must be completed no later than 60 days after being made by the Company) and, upon completion of the Company Purchase Offer, the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel confirming such completion and the Trustee shall release all of the property, assets and undertaking of the Company and its Restricted Subsidiaries from the Noteholder Liens and the Kemess Newco Liens. The Trustee shall provide all such releases and discharges of the Noteholder Liens and the Kemess Newco Liens as the Company may request, at the Company's sole cost and expense. Following the completion of the Company Purchase Offer, interest on amounts outstanding under the remaining Notes shall accrue at the rate of 11 % per annum (subject to any default rate as set out in the Indenture) and shall be paid in accordance with the terms hereof. In making a Company Purchase Offer, the Company shall comply with all tender offer rules applicable under state and Federal Securities laws in the United States of America, including, but not limited to, Section 14(e) under the EXCHANGE ACT and Rule 14e-1 thereunder, to the extent applicable to such Company Purchase Offer. A Company Purchase Offer shall be conducted at the expense of the Company in accordance with the redemption procedure set out in Article 3. Any such Company Purchase Offer shall include a summary of the provisions of this Section 4A.06, including, without limitation, a description of the consequences of any Holder's failure to tender such Holder's Notes.
Purchase Offer. The Purchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Purchase Offer, shall state:
Purchase Offer. See Section 6.15.
Purchase Offer. Assignee further hereby agrees to deliver to each RVision Constituent Owner receiving more than 50,000 shares of New ELI Stock at the Closing of txx Consolidation Agreement, the irrevocable, joint and several offer of the Spinoffs to purchase shares of New ELI Stock held by such RVisiox Xonstituent Owners, as more particularly described in Section 6.21
Purchase Offer. At Completion (as defined below) the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller’s rights, title and interest in and to the relevant Equity Shares free and clear of any Encumbrances and subject to the terms and conditions of this Agreement.
Purchase Offer. Before the filing of a partition action described in Section 10.3, the Owner filing such action (“Seller”) shall first (i) make a written offer (a “Purchase Offer”) to sell its Interests to the other Owners at a price equal to the fair market value (determined in the manner prescribed in Section 10.3.3) of the Seller’s Interest on the date the Purchase Offer is sent to the other Owners in the same manner in which notices are required to be given; and (ii) fulfill all of the other applicable obligations of the Seller in Sections 10.3.1 through 10.3.4.
