SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereof, on the Closing Date, the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1. (b) The Purchaser will receive the principal amount of November 2020 Notes set forth in Schedule 1 on the Closing Date [or the Closing Payment, as the case may be], in consideration of the Repurchase described in Section 3.2 below (if applicable) and the Purchaser’s agreement to execute and deliver to the Issuer that certain written consent, substantially in the form attached hereto as Exhibit A (the “Consent”), which includes a consent to the execution and delivery of the Supplemental Indenture, and the consummation of the transactions contemplated hereby and thereby (collectively, the “Consideration”). The November 2020 Notes will be issued solely in exchange for the Consideration and the Purchasers shall be under no obligation to pay any cash consideration. Contemporaneously with entering into this Purchase Agreement, the Issuer is entering into separate purchase agreements (the “Other Agreements”) with other purchasers (the “Other Purchasers”), providing for the issuance on the Closing Date to each of the Other Purchasers of the November 2020 Notes in the principal amount specified opposite its name in Schedule 1 to such Other Agreement. The Issuer shall not be obligated to deliver, and the Purchaser shall not be required to purchase, any of the November 2020 Notes except upon (i) delivery of all the Notes to be purchased by the Other Purchasers under the Purchase Agreements on the Closing Date, (ii) the execution and delivery of the Consent by all holders of the 2019 Notes, and (iii) the effectiveness of the Supplemental Indenture on the Closing Date, and in each case subject to the satisfaction or waiver of the respective terms and conditions hereunder and thereunder. (c) On the Closing Date, simultaneously with the issuance of the November 2020 Notes, the Issuer will issue one or more Global Securities for the account of DTC, evidencing the aggregate principal amount of Notes to be acquired by all Purchasers pursuant to the Purchase Agreements as of the Closing Date. (d) For U.S. federal income (and other applicable) tax purposes, each of the Issuer and the Purchaser acknowledge and agree that the transfer by the Issuer to the Purchaser of the November 2020 Notes pursuant to Section 3.1(b) is intended to be treated as a fee paid to the Purchaser for the Consent (the “Consent Fee”) and not as consideration for the purchase of the Notes. For U.S. federal income (and other applicable) tax purposes the Issuer and the Purchaser agree to treat the Consent Fee, and shall file all tax returns, consistently with such treatment unless otherwise required by applicable law.
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SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject Subject to the terms and conditions of, of this Purchase Agreement and the Indenture, the Issuer will issue to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereof, on the Closing Date, the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1.
(b) The Purchaser will receive the principal amount of November 2020 Notes set forth in Schedule 1 on the Closing Date [or the Closing Payment, as the case may be], in consideration of the Repurchase described in Section 3.2 below (if applicable) and the Purchaser’s agreement to execute and deliver to the Issuer that certain written consent, substantially in the form attached hereto as Exhibit A (the “Consent”), which includes a consent to the execution and delivery of the Supplemental Indenture, and the consummation of the transactions contemplated hereby and thereby (collectively, the “Consideration”). The November 2020 Notes will be issued solely in exchange for the Consideration and the Purchasers shall be under no obligation to pay any cash consideration. Contemporaneously with entering into this Purchase Agreement, the Issuer is entering into separate Company will issue and sell to each Purchaser and each Purchaser will purchase agreements (from the “Other Agreements”) with other purchasers (the “Other Purchasers”)Company, providing for the issuance on at the Closing Date to each of the Other Purchasers of the November 2020 provided for below, Notes in the principal amount specified opposite its such Purchaser’s name in Schedule 1 to such Other AgreementB at the purchase price of 100% of the principal amount thereof. The Issuer shall Purchasers’ obligations hereunder are several and not be obligated to deliver, joint obligations and the no Purchaser shall not be required have any liability to purchase, any Person for the performance or non-performance of the November 2020 Notes except upon (i) delivery any obligation by any other Purchaser hereunder. The sale and purchase of all the Notes to be purchased by each Purchaser shall occur at the Other offices of Winston & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, at a closing (the “Closing”) on (a) a Business Day selected by the Company, upon not less than 3 Business Days’ notice to the Purchasers, between January 2, 2014 and January 30, 2014, or (b) on such other Business Day after such period on or prior to February 5, 2014 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds on the date of the Closing (herein called the “Closing Date”) for credit to the account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially the form of Exhibit B attached hereto, delivered from the Company to the Purchasers under the Purchase Agreements on at least three (3) Business Days prior to the Closing Date. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, (ii) the execution and delivery or any of the Consent conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by all holders reason of any of the 2019 Notes, and (iii) the effectiveness of the Supplemental Indenture on the Closing Date, and conditions specified in each case subject Section 4 not having been fulfilled to the such Purchaser’s satisfaction or waiver of the respective terms and conditions hereunder and thereunder.
(c) On the Closing Date, simultaneously with the issuance of the November 2020 Notes, the Issuer will issue one or more Global Securities for the account of DTC, evidencing the aggregate principal amount of Notes to be acquired by all Purchasers pursuant to the Purchase Agreements as of the Closing Date.
(d) For U.S. federal income (and other applicable) tax purposes, each of the Issuer and the Purchaser acknowledge and agree that the transfer such failure by the Issuer Company to the Purchaser of the November 2020 Notes pursuant to Section 3.1(b) is intended to be treated as a fee paid to the Purchaser for the Consent (the “Consent Fee”) and not as consideration for the purchase of the tender such Notes. For U.S. federal income (and other applicable) tax purposes the Issuer and the Purchaser agree to treat the Consent Fee, and shall file all tax returns, consistently with such treatment unless otherwise required by applicable law.
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SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue and sell to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereofpurchase, on the Closing Date, the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1.
. The “Closing Date” shall be a Business Day selected by the Issuer (bbut not during the period between the day immediately after the relevant Record Date immediately preceding the next related Payment Date and such Payment Date) that is no less than five (5) Business Days and no more than ten (10) Business Days following the delivery of the CE Marking Securities Triggering Event Notice to the Purchaser. It is acknowledged and agreed, for the avoidance of doubt, that the Notes shall not be issued, and the Closing Date shall not occur, if the CE Marking Securities Triggering Event has not occurred on or before April 30, 2019 and the Issuer has not provided to the Purchaser the CE Marking Securities Triggering Event Notice within the time frame set forth in, and otherwise in accordance with, Section 7.5. The Purchaser will receive purchase the principal amount of November 2020 Notes set forth in Schedule 1 on the Closing Date [or the Closing Payment, as the case may be], in consideration at a purchase price equal to 100% of the Repurchase described in Section 3.2 below (if applicable) and the Purchaser’s agreement to execute and deliver to the Issuer that certain written consent, substantially in the form attached hereto as Exhibit A principal amount thereof (the “ConsentPrice”), which includes a consent to the execution and delivery of the Supplemental Indenture, and the consummation of the transactions contemplated hereby and thereby (collectively, the “Consideration”). The November 2020 Notes will be issued solely in exchange for the Consideration and the Purchasers shall be under no obligation to pay any cash consideration. Contemporaneously with entering into this Purchase Agreement, the Issuer is Obligors are entering into separate purchase agreements (the “Other Agreements”) substantially identical to this Purchase Agreement with other purchasers (the “Other Purchasers”), providing for the issuance sale on the Closing Date to each of the Other Purchasers of the November 2020 Notes in the principal amount amounts specified opposite its name in Schedule 1 to such Other Agreement, at a purchase price equal to 100% of the principal amounts thereof (the purchase prices to be paid pursuant to such Other Agreements are collectively referred to, together with the Price, as the “Purchase Price”). The Issuer shall not be obligated to deliver, and the Purchaser shall not be required to purchase, any of the November 2020 Notes except upon (i) delivery of and payment for all the Notes to be purchased by the Other Purchasers under the Purchase Agreements on the Closing Date, (ii) the execution Date and delivery of the Consent by all holders of the 2019 Notes, and (iii) the effectiveness of the Supplemental Indenture on the Closing Date, and in each case subject to the satisfaction or waiver of the respective terms and conditions hereunder and thereunder.
(c) . On the Closing Date, simultaneously with the issuance of the November 2020 Notes, the Issuer will issue deliver one or more Global Securities for the account of DTC, as well as any Definitive Securities to the relevant Purchasers, evidencing the aggregate principal amount of Notes to be acquired by all Purchasers pursuant to the Purchase Agreements as on the Closing Date against payment by each such Purchaser of its respective portion of the aggregate Purchase Price for its beneficial interest therein by wire transfer of immediately available funds to the Trustee Closing Date.
Account. The Issuer shall cause U.S. Bank National Association, as trustee under the Indenture (d) For U.S. federal income (and other applicable) tax purposesthe “Trustee”), each to hold all such funds in trust for the Purchasers pending completion of the Issuer closing of the transactions contemplated by the Purchase Agreements. Upon receipt by the Trustee of the Purchase Price and the Purchaser acknowledge and agree that satisfaction of the transfer applicable conditions to closing set forth in Article VI, the Issuer shall cause the Trustee to disburse the Purchase Price in accordance with written instructions provided by the Issuer to the Purchaser Trustee. If the aggregate Purchase Price shall not have been received by the Trustee by 3:30 p.m. (New York City time) on the Closing Date, or if the closing of the November 2020 Notes pursuant transactions contemplated by the Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (New York City time) on the Closing Date, then the Trustee shall return, and the Issuer shall cause the Trustee to Section 3.1(b) is intended to be treated as a fee paid return, such portion of the Purchase Price to the Purchaser for prior to the Consent (close of business on the “Consent Fee”) and not Closing Date or as consideration for the purchase of the Notes. For U.S. federal income (and other applicable) tax purposes the Issuer and soon thereafter as reasonably practicable, in which case the Purchaser agree to treat shall, at its election, be relieved of all obligations (other than confidentiality obligations) under the Consent Fee, and shall file all tax returns, consistently with such treatment unless otherwise required by applicable lawPurchase Agreement.
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Samples: Purchase Agreement (Quotient LTD)
SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject Subject to the terms and conditions of, of this Purchase Agreement and the Indenture, the Issuer will issue to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereof, on the Closing Date, the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1.
(b) The Purchaser will receive the principal amount of November 2020 Notes set forth in Schedule 1 on the Closing Date [or the Closing Payment, as the case may be], in consideration of the Repurchase described in Section 3.2 below (if applicable) and the Purchaser’s agreement to execute and deliver to the Issuer that certain written consent, substantially in the form attached hereto as Exhibit A (the “Consent”), which includes a consent to the execution and delivery of the Supplemental Indenture, and the consummation of the transactions contemplated hereby and thereby (collectively, the “Consideration”). The November 2020 Notes will be issued solely in exchange for the Consideration and the Purchasers shall be under no obligation to pay any cash consideration. Contemporaneously with entering into this Purchase Agreement, the Issuer is entering into separate Company will issue and sell to each Purchaser and each Purchaser will purchase agreements (from the “Other Agreements”) with other purchasers (the “Other Purchasers”)Company, providing for the issuance on at the Closing Date to each of the Other Purchasers of the November 2020 provided for below, Notes in the principal amount specified opposite its such Purchaser’s name in Schedule 1 to such Other AgreementB at the purchase price of 100% of the principal amount thereof. The Issuer shall Purchasers’ obligations hereunder are several and not be obligated to deliver, joint obligations and the no Purchaser shall not be required have any liability to purchase, any Person for the performance or non-performance of the November 2020 Notes except upon (i) delivery any obligation by any other Purchaser hereunder. The sale and purchase of all the Notes to be purchased by each Purchaser shall occur at the Other offices of Winston & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, at a closing (the “Closing”) on a Business Day selected by the Company, upon not less than 3 Business Days’ notice to the Purchasers, between September 1, 2015 and September 30, 2015. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds on the date of the Closing (herein called the “Closing Date”) for credit to the account or accounts as shall be specified in a letter on the Company’s letterhead, in substantially the form of Exhibit B attached hereto, delivered from the Company to the Purchasers under the Purchase Agreements on at least three (3) Business Days prior to the Closing Date. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, (ii) the execution and delivery or any of the Consent conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by all holders reason of any of the 2019 Notes, and (iii) the effectiveness of the Supplemental Indenture on the Closing Date, and conditions specified in each case subject Section 4 not having been fulfilled to the such Purchaser’s satisfaction or waiver of the respective terms and conditions hereunder and thereunder.
(c) On the Closing Date, simultaneously with the issuance of the November 2020 Notes, the Issuer will issue one or more Global Securities for the account of DTC, evidencing the aggregate principal amount of Notes to be acquired by all Purchasers pursuant to the Purchase Agreements as of the Closing Date.
(d) For U.S. federal income (and other applicable) tax purposes, each of the Issuer and the Purchaser acknowledge and agree that the transfer such failure by the Issuer Company to the Purchaser of the November 2020 Notes pursuant to Section 3.1(b) is intended to be treated as a fee paid to the Purchaser for the Consent (the “Consent Fee”) and not as consideration for the purchase of the tender such Notes. For U.S. federal income (and other applicable) tax purposes the Issuer and the Purchaser agree to treat the Consent Fee, and shall file all tax returns, consistently with such treatment unless otherwise required by applicable law.
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SALE AND PURCHASE OF NOTES; CLOSING. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Purchase Agreement and the Indenture, the Issuer will issue and sell to the Purchaser, and the Purchaser will be issued at an issue price of 100% of the aggregate principal amount thereofpurchase, on the Closing Issue Date, Notes in the principal amount of November 2020 Notes set forth opposite the Purchaser’s name in Schedule 1.
(b) The Purchaser will receive the principal amount of November 2020 Notes set forth in Schedule 1 on the Closing Date [or the Closing Payment, as the case may be], in consideration at a purchase price equal to 62.5% of the Repurchase described in Section 3.2 below (if applicable) and the Purchaser’s agreement to execute and deliver to the Issuer that certain written consent, substantially in the form attached hereto as Exhibit A principal amount thereof (the “ConsentPrice”), which includes a consent to the execution and delivery of the Supplemental Indenture, and the consummation of the transactions contemplated hereby and thereby (collectively, the “Consideration”). The November 2020 Notes will be issued solely in exchange for the Consideration and the Purchasers shall be under no obligation to pay any cash consideration. Contemporaneously with entering into this Purchase Agreement, the Issuer is Obligors are entering into separate purchase agreements Purchase Agreements (the “Other Agreements”) substantially identical to this Purchase Agreement with other purchasers (the “Other Purchasers”), providing for the issuance sale on the Closing Issue Date to each of the Other Purchasers of the November 2020 Notes in the principal amount specified opposite its name in Schedule 1 to each such Other Agreement, at a purchase price equal to 62.5% of the principal amounts thereof (the “Other Prices” and, together with the Price, the “Purchase Price”). The Issuer shall not be obligated to deliverissue, and the no Purchaser shall not be required to purchase, any of the November 2020 Notes except upon (i) delivery of and payment for all the Notes to be purchased by the Other Purchasers under the Purchase Agreements on the Closing Date, (ii) the execution Issue Date and delivery of the Consent by all holders of the 2019 Notes, and (iii) the effectiveness of the Supplemental Indenture on the Closing Date, and in each case subject to the satisfaction or waiver of the respective terms and conditions hereunder and thereunder.
(cb) On the Closing Issue Date, simultaneously with the issuance of the November 2020 Notes, the Issuer will issue deliver one or more Global Securities for the account of DTC, as well as any Definitive Securities to the relevant Purchasers, evidencing the aggregate principal amount of Notes to be acquired by all Purchasers pursuant to the Purchase Agreements as Agreements, against payment by each such Purchaser of its respective portion of the Purchase Price for its beneficial interest therein by wire transfer of immediately available funds to the Closing Date.
(d) For U.S. federal income (and other applicable) tax purposes, each Account. The Issuer shall cause the Trustee to hold all such funds in trust for the Purchasers pending completion of the Issuer closing of the transactions contemplated by the Purchase Agreements. Upon receipt by the Trustee of the Purchase Price and the Purchaser acknowledge and agree that satisfaction of the transfer conditions to closing set forth in Article VI, the Issuer shall cause the Trustee to disburse the Purchase Price in accordance with written instructions provided by the Issuer to the Purchaser Trustee. If the Purchase Price shall not have been received by the Trustee by 3:30 p.m. (New York City time) on the Issue Date, or if the closing of the November 2020 Notes pursuant transactions contemplated by the Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (New York City time) on the Issue Date, then the Trustee shall return, and the Issuer shall cause the Trustee to Section 3.1(b) is intended to be treated as a fee paid return, the Purchase Price to the Purchasers prior to the close of business on the Issue Date or as soon thereafter as reasonably practicable, in which case each Purchaser shall, at its election, be relieved of all obligations (other than confidentiality obligations) under the applicable Purchase Agreement.
(c) If the Global Securities shall not be tendered for the benefit of any Purchaser for the Consent (account of DTC in accordance with the “Consent Fee”) and not as consideration for the purchase foregoing provisions of this Section 3.1 or any of the Notes. For U.S. federal income conditions specified in Article VI shall not have been fulfilled to the satisfaction of any Purchaser, such Purchaser shall, at its election, be relieved of all obligations (and other applicablethan confidentiality obligations) tax purposes under the Issuer and the Purchaser agree to treat the Consent Fee, and shall file all tax returns, consistently with such treatment unless otherwise required by applicable lawPurchase Agreement.
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