Common use of Purchase Offer Clause in Contracts

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. (a) In the event that that, pursuant to 4.07 hereof, the Company, at any time before August 15, 2001, makes Issuers shall commence an all cash offer to all Holders of the Notes to purchase Notes (the "Company PURCHASE OFFER"), the Issuers shall follow the procedures in this Section 3.09. (b) The Purchase OfferOffer shall remain open for a period specified by the Issuers which shall be no less than 30 calendar days and no more than 40 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender Period (the "PURCHASE DATE"), the Issuers shall purchase the principal amount of all of the outstanding Notes at a purchase price not less than 105.5% of required to be purchased pursuant to Section 4.07 hereof (the principal amount thereof plus all "OFFER AMOUNT"). (c) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any 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 to the Person in accordance with whose name a Note is registered at the terms hereof. In making a Company close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. (d) The Issuers shall provide the Trustee with notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the Commencement Date, the Company shall comply with all tender offer rules applicable under state and Federal Securities laws in Issuers or 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 Trustee (at the expense of the Company Issuers) shall send, by first class mail, a notice to each of the Holders, which shall govern the terms of the Purchase Offer and shall state: (i) that the Purchase Offer is being made pursuant to this Section 3.09 and Section 4.07 hereof and the length of time the Purchase Offer will remain open; (ii) the purchase price (as determined in accordance with Section 4.07 hereof) and the redemption procedure set out Purchase Date, and that all Notes tendered will be accepted for payment; (iii) that any Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Issuers default in Article 3the payment of the purchase price, any Note or portion thereof accepted for payment pursuant to the Purchase Offer will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, or such longer period as may be required by law, a letter or a telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note or portion thereof purchased; and (vii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000. In addition, the notice shall, to the extent permitted by applicable law, be accompanied by a copy of the information regarding the Issuers and their respective Subsidiaries which is required to be contained in the most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K (including any financial statements or other information required to be included or incorporated by reference therein) and any Reports on Form 8-K filed since the date of such Quarterly Report or Annual Report (or would have been required to file if each Issuer remained a company incorporated in the United States), as the case may be, which either of the Issuers has filed (or would have been required to file if it remained a company incorporated in the United States) with the SEC on or prior to the date of the notice. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Purchase Offer. (f) On the Purchase Date, the Issuers shall, to the extent lawful: (i) accept for payment the Notes or portions thereof tendered pursuant to the Purchase Offer; (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions thereof so tendered; and (iii) deliver to or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Issuers and accepted for payment. The Paying Agent shall promptly mail to each Holder of Notes so accepted for payment (or, if such Holder of Notes holds an aggregate principal amount of Notes in excess of $5,000,000, pay by wire transfer in immediately available funds at the election of such Holder if such Holder previously specified in writing to the Issuers and the Paying Agent appropriate wire transfer instructions) an amount equal to the Offer Amount for such Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. Any such Company Notes not so accepted shall be promptly mailed or delivered by or on behalf of the Issuers to the Holder thereof. The Issuers will publicly announce in a newspaper of general circulation the results of the Purchase Offer on or as soon as practicable after the Purchase Date. (g) The Purchase Offer shall include a summary be made by the Issuers in compliance with all applicable provisions of the provisions of this Section 4A.06Exchange Act, includingand all applicable tender offer rules promulgated thereunder, without limitation, a description of the consequences of any Holder's failure and shall include all instructions and materials necessary to enable such Holders to tender such Holder's their Notes.

Purchase Offer. (a) In the event that the Companythat, at any time before August 15, 2001, makes an all cash offer pursuant 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 OfferSection 4.07 hereof, 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 commence an offer to all Holders of the Company Purchase OfferNotes to purchase Notes (the "PURCHASE OFFER"), the Company shall follow the procedures in this Section 3.09. (b) The Purchase Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 45 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender Period (the "PURCHASE DATE"), the Company shall purchase the principal amount of all of the Notes required to be purchased pursuant to Section 4.07 hereof (the "OFFER AMOUNT"). (c) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. (d) The Company shall provide the Trustee with notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the expense of the Company) shall send, by first class mail, a notice to each of the Holders, which shall govern the terms of the Purchase Offer and shall state: (i) that the Purchase Offer is being made pursuant to this Section 3.09 and Section 4.07 hereof, that all Notes validly tendered will be accepted for payment and the length of time the Purchase Offer will remain open; (ii) the purchase price (as determined in accordance with Section 4.07 hereof) and the Purchase Date, and that all Notes tendered will be accepted for payment; (iii) that any Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the purchase price, any Note or portion thereof accepted for payment pursuant to the Purchase Offer will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (vi) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Purchase Date, or such longer period as may be required by law, a letter or a telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have the Note or portion thereof purchased; (vii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered and (viii) the "CUSIP" number of the Notes to be purchased. (f) On or prior to the Purchase Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes or portions thereof properly tendered pursuant to the Purchase Offer, (ii) deliver or cause the Depositary or Paying Agent to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel confirming stating 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 or portions thereof have been accepted for payment by the Company in accordance with the redemption procedure set out terms of this Section 3.09. The Depositary, the Paying Agent or the Company, as the case may be, shall promptly (but in Article 3any case not later than ten (10) calendar days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any such Notes not so accepted shall be promptly mailed or delivered by or on behalf of the Company to the Holder thereof. The Company will publicly announce in a newspaper of general circulation the results of the Purchase Offer on or as soon as practicable after the Purchase Date. (g) The Purchase Offer shall include a summary be made by the Company in compliance with all applicable provisions of the provisions of this Section 4A.06Exchange Act, includingand all applicable tender offer rules promulgated thereunder, without limitation, a description of the consequences of any Holder's failure and shall include all instructions and materials necessary to enable such Holders to tender such Holder's their Notes.

Purchase Offer. (a) In the event that the Companythat, at any time before August 15, 2001, makes an all cash offer pursuant 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 OfferSection 4.07 hereof, 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 commence an offer to all Holders of the Company Purchase OfferNotes to purchase Notes (the "PURCHASE OFFER"), the Company shall follow the procedures in this Section 3.09. (b) The Purchase Offer shall remain open for a period specified by the Company which shall be no less than 30 calendar days and no more than 45 calendar days following its commencement (the "COMMENCEMENT DATE") (as determined in accordance with Section 4.07 hereof), except to the extent that a longer period is required by applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender Period (the "PURCHASE DATE"), the Company shall purchase the principal amount of all of the Notes required to be purchased pursuant to Section 4.07 hereof (the "OFFER AMOUNT"). (c) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Purchase Offer. (d) The Company shall provide the Trustee with written notice of the Purchase Offer at least 10 days before the Commencement Date. (e) On or before the Commencement Date, the Company or the Trustee (at the written request and expense of the Company, the Company having provided to the Trustee the requisite information therefor) shall send, by first class mail, a notice to each of the Holders, which shall govern the terms of the Purchase Offer and shall state: (i) that the Purchase Offer is being made pursuant to this Section 3.09 and Section 4.07 hereof, that all Notes validly tendered will be accepted for payment and the length of time the Purchase Offer will remain open; (ii) the purchase price (as determined in accordance with Section 4.07 hereof) and the Purchase Date, and that all Notes tendered will be accepted for payment; (iii) that any Note or portion thereof not tendered or accepted for payment will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the purchase price, any Note or portion thereof accepted for payment pursuant to the Purchase Offer will cease to accrue interest after the Purchase Date; (v) that Holders electing to have a Note or portion thereof purchased pursuant to any Purchase Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (vi) that Holders will be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding the Purchase Date, or such longer period as may be required by law, a letter or a telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, the principal amount of the Note or portion thereof the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note or portion thereof purchased; (vii) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered and (viii) the "CUSIP" number of the Notes to be purchased. (f) On or prior to 1:00 pm (Boston time) on the Purchase Date, the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Offer Amount to be held for payment in accordance with the terms of this Section 3.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment the Notes or portions thereof properly tendered pursuant to the Purchase Offer, (ii) deliver or cause the Depositary or Paying Agent to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel confirming stating 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 or portions thereof have been accepted for payment by 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 terms of this Section 4A.063.09. The Depositary, includingthe Paying Agent or the Company, without limitationas the case may be, a description shall promptly (but in any case not later than ten (10) calendar days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the consequences Notes tendered by such Holder and accepted by the Company for purchase, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of any Holder's failure the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by or on behalf of the Company to tender such Holder's Notesthe Holder thereof. The Company will publicly announce in a newspaper of general circulation the results of the Purchase Offer on or as soon as practicable after the Purchase Date.