Purchase Procedures. (a) The purchase price for the Shares to be sold pursuant to this Section shall be the "Fair Market Value" of such Shares.
(b) Fair Market Value per share under this Section 5 shall be determined as follows:
(i) If the Shares are publicly traded on the Korea Stock Exchange or KOSDAQ, the Korean OTC market, the value shall be deemed to be the average of the closing prices of the Shares on such exchange or market, as the case may be, over the 30-day period ending three (3) business days prior to the closing of the purchase of the Shares.
(ii) If there is no active public market for the Shares, the value shall be the fair market value thereof immediately following any act giving rise to the right to sell or purchase shares under this Section 5, such fair market value as determined by a good faith negotiation between the Selling Holder or Holders ("Seller") and the purchasing Holder or Holders ("Purchaser"). If such negotiation fails to determine the fair market value within forty-five (45) days after the date of the notice of termination, the fair market value shall be determined as follows:
(A) Seller (as a group if Seller is more than one Holder) and Purchaser (as a group if Purchaser is more than one Holder) shall each retain at its expense an investment bank expert in the industry. If Seller or Purchaser does not select an investment bank within fifteen (15) days after the end of the 45-day good faith negotiation period (the "Negotiation Period") referred to in subsection (ii) above, such Holder or Holders shall not be entitled to retain an investment bank and shall present whatever materials it has available by the deadline regarding the valuation of LAK.
(B) Subject to execution of customary confidentiality agreements by the investment banks, LAK shall provide or cause to be provided to each investment bank all material information, including any material changes in such information, reasonably necessary to value LAK or reasonably requested by the investment banks.
(C) During the 15-day period after both Seller and Purchaser have selected an investment bank, or the end of the Negotiation Period if Seller and/or Purchaser does not select an investment bank, Seller, Purchaser and their respective investment banks shall meet on at least two occasions to present their respective views on valuation and shall negotiate in good faith to reach a written agreement on the fair market value.
(D) If the fair market value has not been agreed to in writing by the end...
Purchase Procedures. The Company shall purchase such Securities at a Purchase Price equal to the Accreted Principal Amount for such series of Securities, plus accrued and unpaid interest for such series of Securities (including Contingent Interest) to, but excluding, the Purchase Date (the "PURCHASE PRICE") upon:
(a) delivery to the Paying Agent by the Holder of a written notice of purchase (which shall be in substantially the form included in Exhibit A-1 hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "PURCHASE NOTICE") to any Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Purchase Date for such series of Securities; PROVIDED that, if a Holder of any Security fails to indicate in such Purchase Notice its election to withdraw such Purchase Notice or receive Cash in the event that the Company elects, pursuant to Section 12.03, to pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Purchase Price shall ultimately be paid to such Holder entirely in Cash because any of the conditions to payment of the Purchase Price in shares of Common Stock is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date, as set forth in Section 12.03, such Holder shall be deemed to have elected to receive Cash; and
(b) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Article, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of...
Purchase Procedures. The procedures for the placement and fulfillment of purchase orders for Tiles submitted by Distributor shall be governed by the “Procedures for Crown Roof Tile Orders” set forth in Exhibit “B”, attached hereto and made a part of this Agreement (“Purchase Procedures”).
Purchase Procedures. After a Termination giving rise to a right of purchase under Section 7, the Company may elect to exercise the right to purchase Executive Stock (in the amounts and for the prices set forth in Section 7(a)) pursuant to the Purchase Option by delivering written notice (the "Purchase Notice") to the holder or holders of Executive Stock at any time prior to the date which is six months after the Termination Date. The Purchase Notice will set forth the number of shares of each class and type of Executive Stock to be acquired from such holder(s), the aggregate consideration to be paid for such shares of Executive Stock and the time and place for the closing of the transaction. If any shares of Executive Stock are held by Permitted Transferees, the Company shall purchase the shares each class and type of Executive Stock elected to be purchased from such holder(s) of Executive Stock pro rata according to the number of shares of such class and type of Executive Stock held by such holder(s) at the time of delivery of such Purchase Notice (determined as nearly as practicable to the nearest share).
Purchase Procedures. (a) Whenever the Partnership or a Partner has an option pursuant to Section 10.1 to purchase the Interest of a Partner that withdraws from the Partnership in breach of this Agreement, such option shall be exercisable in the following manner. For a period of 45 days after the Partnership receives notice of the withdrawal, the Partnership shall have the option to purchase all or any portion of the Interest. The Partnership may exercise this option at the discretion of the non-withdrawing Partner by written notice to the withdrawn Partner within such 45-day period. If the Partnership does not exercise its right to purchase the entire Interest, then the non-withdrawing Partner shall have the option to purchase all, but not less than all, of the Interest not purchased by the Partnership. The non-withdrawing Partner may exercise this option by written notice to the Partnership and the withdrawn Partner within 45 days after the expiration of the Partnership’s option period. No sale of a withdrawn Partner’s Interest shall be required hereunder unless the Partnership or the non-withdrawing Partner collectively elect within their respective option periods to purchase the entire Interest.
(b) The closing of any purchase and sale of an Interest pursuant to this Section 10.4 shall take place within 90 days after the date the Partnership or the non-withdrawing Partner, as the case may be, elect to exercise their option to purchase the entire Interest of the withdrawing Partner. Upon any election to purchase a withdrawing Partner’s Interest hereunder, the total purchase price of the Interest shall be payable at closing in cash or immediately available funds. The purchased Interest shall be sold by the withdrawing Partner and acquired by the purchasers free and clear of any and all Liens, claims, encumbrances or other rights of third parties.
Purchase Procedures. In connection with acquiring the replacement Manufactured Home Unit, the Participant(s) must follow the following process in order for the Program to fund the Grant Amount:
a. NCORR will select a prequalified and authorized Vendor or Dealership to replace the Participant(s) damaged Manufactured Home Unit;
b. The Participant(s) and the Vendor or Dealership shall execute a Sales Agreement and send the fully executed original Agreement, NADA report and a notice of add-on items ordered by Participant(s) to NCORR for approval following Program policies and procedures;
c. Participant(s) must pay the Vendor or Dealership any amounts due that are in excess of the Grant Amount and the DOB being held in escrow by the State, if any, which is necessary to provide the full amount of funds due to any Vendor or Dealer for the purchase of the replacement Manufactured Home Unit, minus the Grant Award, before the manufactured home is replaced;.
d. The Grant Award will be released by NCORR after verification of DOB payment and a closing date is established;
e. Once the replacement Manufactured Home Unit is delivered, installed and set-up and final inspections are complete, and the damaged unit is removed from its pre-storm location, the Vendor or Dealership can submit an invoice for the final payment under this Agreement. Upon receipt thereof, the Program will issue a check co-payable to the vendor and Participant(s) in the full amount of the Grant Amount within a reasonable amount of time; and
f. Participant(s) acknowledge and understand that NCORR is not a party to the Agreement between Participant(s) and the Vendor or Dealership providing the replacement Manufactured Home Unit.
Purchase Procedures. Form of Notes 9 4.2 Purchase of Notes 9 4.3 Verbal Notice 9 4.4 Interest Rates 10 4.5 Payment of Purchase Price 10 4.6 Allocated Securitized Assets 10
Purchase Procedures. Subject to satisfaction of the conditions precedent set forth in paragraph 2 hereof, Lender shall have the right to require the University to purchase, and University agrees to purchase from Lender, the Mortgaged Property in accordance with the following procedures:
Purchase Procedures. 21 SECTION 6.1. Types of Purchases......................................21 SECTION 6.2.
Purchase Procedures. LFIRC agrees to require any manufacturer for LFIRC of LeapFrog Products to comply with the purchasing authorization procedures established by Anoto with any Anoto Authorized Source, which procedures will be provided to LFIRC by Anoto.
