Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “Terms Agreement.” Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you in the net amount due for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.
Purchases of Notes. The Obligors will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes (including any offer or right to purchase the Notes pursuant to SECTIONS 2.06 OR 2.07). Each Obligor will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or otherwise and no Notes may be issued in substitution or exchange for any such Notes (except to the limited extent set forth in SECTION 2.06).
Purchases of Notes. The Company may, directly or through one or more of its subsidiaries, at any time purchase 2009 Notes in the open market or otherwise at any price (provided that they are purchased together with all unmatured 2009 Coupons relating to such 2009 Notes). The 2009 Notes so purchased need not be cancelled but may not be re-issued or resold except by Fortune Brands, Inc. in connection with the Company’s initial issuance of the 2009 Notes. 2009 Notes so acquired may be delivered to the Fiscal Agent for cancellation or otherwise.
Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental
Purchases of Notes. The Company may, directly or through one or more of its subsidiaries, at any time purchase Notes in the open market or otherwise at any price (provided that they are purchased together with all unmatured Coupons relating to such Notes). Any purchase by tender shall be made available to all Noteholders alike. The Notes so purchased, need not be cancelled but may not be re-issued or resold except by Rohm and Xxxx Denmark Finance A/S in connection with the Company’s initial issuance of the Notes. While held by, or on behalf of, the Company or any subsidiary that purchased Notes, the holder of such Note shall not be entitled to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for purposes described under “Meeting of Holders and Waivers of Covenants”. Notes so acquired may be delivered to the Fiscal Agent for cancellation or otherwise.
Purchases of Notes. 22 2.09. NOTES SUBORDINATED TO BANK CREDIT FACILITIES......................22 2.10. TENDER OF NOTES TO PAY WARRANT EXERCISE PRICE.....................22
Purchases of Notes. No Obligor will and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes (including any offer to purchase the Notes pursuant to Section 2.06
Purchases of Notes. The Obligors will not and will not ------------------ permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes (including any offer or right to purchase the Notes pursuant to Sections -------- 2.06 or 2.07). Each Obligor will promptly cancel all Notes acquired by it or any ------------ Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or otherwise and no Notes may be issued in substitution or exchange for any such Notes (except to the limited extent set forth in Section 2.06). ------------ EXECUTION VERSION
Purchases of Notes
