Sale and Purchase of the Notes. (a) At least two (2) Business Days prior to Closing, the Purchaser shall notify the Company in writing as to which of Purchaser 1 or Purchaser 2 will purchase and acquire from the Company the Notes on the terms and conditions contemplated herein and if no such notice has been delivered to the Company prior to such date, the Purchaser shall have deemed to have selected Purchaser 2 to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein (the applicable Purchaser identified in such notice, or otherwise deemed to have been selected, shall be referred to herein as the “Selected Purchaser”). Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Selected Purchaser, and the Selected Purchaser shall purchase and acquire from the Company, $1,000,000,000.00 aggregate principal amount of the Notes for an aggregate purchase price equal to the aggregate principal amount of the Notes purchased (such aggregate purchase price, the “Purchase Price”). (b) For the avoidance of doubt, until the consummation of the Closing, each of Purchaser 1 and Purchaser 2 shall remain jointly and severally liable to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein; provided, however, that notwithstanding anything herein to the contrary, it is understood and agreed that effective upon the consummation of the Closing, the applicable Purchaser Party hereto that does not purchase and acquire from the Company the Notes shall be relieved of its obligations hereunder and under the Confidentiality Agreement (at which time it will no longer have any obligations or liability hereunder or under the Confidentiality Agreement), except that such Purchaser Party shall not be relieved of (i) its obligations or liabilities if it holds or Beneficially Owns (at any time) any Notes or shares of Company Common Stock and (ii) its confidentiality obligation pursuant to the Confidentiality Agreement for so long as it has Confidential Information. It is agreed and acknowledged that Purchaser 1 and Purchaser 2 are Affiliates for all purposes of this Agreement and the Selected Purchaser shall be fully responsible for itself and the other Purchaser hereunder, including any breach by any Purchaser hereunder.
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Sale and Purchase of the Notes. (a) At least two (2) Business Days prior to ClosingOn the basis of the representations, the Purchaser shall notify the Company in writing as to which of Purchaser 1 or Purchaser 2 will purchase warranties and acquire from the Company the Notes on the terms agreements contained herein, and conditions contemplated herein and if no such notice has been delivered to the Company prior to such date, the Purchaser shall have deemed to have selected Purchaser 2 to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein (the applicable Purchaser identified in such notice, or otherwise deemed to have been selected, shall be referred to herein as the “Selected Purchaser”). Subject subject to the terms and conditions of this Agreement, at (i) the ClosingCompany, the Company shall in its sole and absolute discretion, may elect (each, a “Purchase Election”) to issue and sell to the Selected Purchaser, at any time and from time to time, on one or more occasions, Notes, and (ii) if so elected by the Selected Company, the Purchaser shall agrees, subject to the conditions set forth herein, to purchase and acquire Notes from the Company, $1,000,000,000.00 . The maximum aggregate principal amount of Notes that may be sold by the Notes for an aggregate purchase price equal Company to the aggregate Purchaser under this Agreement is $150,000,000, which principal amount shall be determined on each Issue Date, and without taking into account any subsequent increase in the principal amount of Notes pursuant to the payment of PIK Interest. The Company shall make a Purchase Election by written notice to the Purchaser (each, a “Purchase Notice”). Each Purchase Notice shall specify (i) the amount of Notes to be issued and (ii) whether the AHYDO Redemption Language shall be included in the Note. The Issue Date related to the Purchase Election set forth in a Purchase Notice shall be not less than 30 days and not more than 90 days after the date of such Purchase Notice, and in no event shall any Issue Date be after the third anniversary of the Closing Date. Subsequent to delivery of a Purchase Notice, the Company shall deliver an additional notice (the “Issue Date Notice”) specifying the Issue Date for the applicable Purchase Election. The Issue Date Notice shall be delivered to the Purchaser no later than 15 days prior to the applicable Issue Date. The Company, in its sole and absolute discretion, by written notice to the Purchaser, may, on one or more occasions, delay such Issue Date (but in each case only to the extent that such delayed Issue Date would have been a permissible Issue Date on the date of the relevant Purchase Notice), and may rescind a Purchase Election at any time prior to the issuance of the Notes purchased specified in the corresponding Purchase Notice. No such delay or rescission shall excuse the Purchaser from its obligation to purchase Notes on such delayed Issue Date or pursuant to a subsequent Purchase Election, and the Purchaser shall have no right to demand the issuance of Notes. The Notes shall mature on the date that is seven (such aggregate 7) years from the Initial Issue Date.
(b) The purchase price, price (the “Purchase Price”)) for each Note shall be equal to 100% of the principal amount of such Note at issuance. The Purchase Price for each Note shall be paid by wire transfer of immediately available U.S. dollar funds, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, not later than 10:00 a.m. (New York City time) on the relevant Issue Date.
(bc) For The issue price of each Note for U.S. federal income tax purposes shall be the avoidance Purchase Price of doubt, until the consummation of the Closing, each of Purchaser 1 and Purchaser 2 shall remain jointly and severally liable to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein; provided, however, that notwithstanding anything herein such Note reduced by an amount equal to the contrary, it is understood and agreed that effective upon the consummation of the Closing, the applicable Purchaser Party hereto that does not purchase and acquire from the Company the Notes shall be relieved of its obligations hereunder and under the Confidentiality Agreement (at which time it will no longer have any obligations or liability hereunder or under the Confidentiality Agreement), except that such Purchaser Party shall not be relieved product of (i) its obligations or liabilities if it holds or Beneficially Owns (at any time) any Notes or shares the principal amount of Company Common Stock and such Note divided by $150,000,000 times (ii) its confidentiality obligation the Put Premium. The parties agree to report the sale and purchase of the Notes for Tax purposes in a manner consistent with the foregoing and agree to take no position inconsistent with the foregoing except to the extent required pursuant to a final determination (as defined in Section 1313 of the Confidentiality Agreement for so long as it has Confidential Information. It is agreed and acknowledged that Purchaser 1 and Purchaser 2 are Affiliates for all purposes of this Agreement and the Selected Purchaser shall be fully responsible for itself and the other Purchaser hereunder, including any breach by any Purchaser hereunderCode).
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Sale and Purchase of the Notes. (a) At least two (2) Business Days prior to Closing, the Purchaser shall notify the Company in writing as to which of Purchaser 1 or Purchaser 2 will purchase and acquire from the Company the Notes on the terms and conditions contemplated herein and if no such notice has been delivered to the Company prior to such date, the Purchaser shall have deemed to have selected Purchaser 2 to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein (the applicable Purchaser identified in such notice, or otherwise deemed to have been selected, shall be referred to herein as the “Selected Purchaser”). Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to the Selected each Purchaser, severally and the Selected not jointly, and such Purchaser shall purchase and acquire from the Company, $1,000,000,000.00 aggregate the applicable principal amount of Initial Notes at the Notes Closing listed opposite such Purchaser’s name on Schedule 1 hereto for an aggregate a purchase price equal to the aggregate principal amount of the such Notes purchased (such aggregate purchase price, the “Purchase Price”).
(b) For Subject to the avoidance terms and conditions of doubtthis Agreement, until at the consummation option of each Purchaser that may be exercised at any time on or before December 26, 2022 (the Closing“Option Deadline”), the Company shall issue and sell to each of Purchaser, severally and not jointly, and such Purchaser 1 and Purchaser 2 shall remain jointly and severally liable to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein; providedCompany, however, that notwithstanding anything herein up to the contrary, it is understood and agreed applicable principal amount of Additional Notes at the Additional Closing(s) listed opposite such Purchaser’s name on Schedule 2 hereto at the Purchase Price. In the event that effective upon the consummation of the Closing, the applicable any Purchaser Party hereto that does not exercise its option to purchase and acquire from Additional Notes by the Company Option Deadline, each other Purchaser may elect to purchase additional Additional Notes, with such opportunity allocated pro rata among such electing Purchasers, up to an aggregate amount of $40,000,000 principal amount of Additional Notes.
(c) Payment for the Initial Notes shall be relieved of its obligations hereunder and under the Confidentiality Agreement (at which time it will no longer have any obligations or liability hereunder or under the Confidentiality Agreement), except that such Purchaser Party shall not be relieved of (i) its obligations or liabilities if it holds or Beneficially Owns (at any time) any Notes or shares of Company Common Stock and (ii) its confidentiality obligation pursuant made to the Confidentiality Agreement Company in Federal or other funds immediately available against delivery of such Notes for so long as it has Confidential Informationthe respective accounts of the several Purchasers on the Closing Date. It is agreed and acknowledged that Purchaser 1 and Purchaser 2 are Affiliates Payment for all purposes of this Agreement and the Selected Purchaser any Additional Notes shall be fully responsible made to the Company in Federal or other funds immediately available against delivery of such Notes for itself and the other Purchaser hereunderrespective accounts of the several Purchasers on the applicable Additional Closing Date (as defined below). The Notes shall initially be Physical Notes (as defined in the Indenture). The Notes shall be delivered for the respective accounts of each several Purchaser, including with any breach transfer taxes payable in connection with the transfer of the Notes to the Purchasers duly paid by any Purchaser hereunderthe Company, against payment of the Purchase Price therefor.
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Samples: Investment Agreement (View, Inc.)
Sale and Purchase of the Notes. (a) At least two (2) Business Days prior to ClosingOn the basis of the representations, the Purchaser shall notify the Company in writing as to which of Purchaser 1 or Purchaser 2 will purchase warranties and acquire from the Company the Notes on the terms agreements contained in, and conditions contemplated herein and if no such notice has been delivered to the Company prior to such date, the Purchaser shall have deemed to have selected Purchaser 2 to purchase and acquire from the Company the Notes on the terms and conditions contemplated herein (the applicable Purchaser identified in such notice, or otherwise deemed to have been selected, shall be referred to herein as the “Selected Purchaser”). Subject subject to the terms and conditions of of, this Agreement, at the Closing, the : 2
(a) The Company shall issue and agrees to sell to each of the Selected PurchaserUnderwriters, and each of the Selected Purchaser shall Underwriters agrees, severally and not jointly, to purchase and acquire from the Company, $1,000,000,000.00 aggregate at a purchase price of ___% of the principal amount thereof (the "Initial Price"), the principal amount of Firm Notes set forth opposite the Notes for an aggregate purchase price equal name of such Underwriter in Schedule I to the aggregate principal amount of the Notes purchased (such aggregate purchase price, the “Purchase Price”)this Agreement.
(b) For The Company grants to the avoidance of doubtUnderwriters an option to purchase, until the consummation severally and not jointly, all or any part of the ClosingAdditional Notes at the Initial Price. The principal amount of Additional Notes to be purchased by each Underwriter shall be the same percentage (adjusted by the Underwriters to eliminate fractions) of the total principal amount of Additional Notes to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Notes. Such option may be exercised only to cover over-allotments in connection with the sales of the Firm Notes by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Notes Closing Date (as defined below), and only once thereafter within 30 days after the date of this Agreement, in each of Purchaser 1 and Purchaser 2 shall remain jointly and severally liable case upon written or telegraphic notice, or verbal or telephonic notice confirmed by written or telegraphic notice, by the Underwriters to purchase and acquire from the Company the Notes no later than 12:00 noon, New York City time, on the terms business day before the Firm Notes Closing Date or at least two and conditions contemplated herein; provided, however, that notwithstanding anything herein to no more than five business days before the contrary, it is understood and agreed that effective upon the consummation of the Closing, the applicable Purchaser Party hereto that does not purchase and acquire from the Company the Additional Notes shall be relieved of its obligations hereunder and under the Confidentiality Agreement Closing Date (at which time it will no longer have any obligations or liability hereunder or under the Confidentiality Agreementas defined below), except that such Purchaser Party shall not as the case may be, setting forth the principal amount of Additional Notes to be relieved of (i) its obligations or liabilities if it holds or Beneficially Owns (at any time) any Notes or shares of Company Common Stock and (ii) its confidentiality obligation pursuant to the Confidentiality Agreement for so long as it has Confidential Information. It is agreed and acknowledged that Purchaser 1 and Purchaser 2 are Affiliates for all purposes of this Agreement purchased and the Selected Purchaser shall be fully responsible for itself time and date (if other than the other Purchaser hereunder, including any breach by any Purchaser hereunderFirm Notes Closing Date) of such purchase.
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