Standby Purchase Agreement Sample Clauses

Standby Purchase Agreement. The Standby Purchase Agreement, duly executed and delivered by the State Auto Obligors and the Borrower.
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Standby Purchase Agreement. The Buyers and the Company shall have entered into the Standby Purchase Agreement and the Company shall be taking reasonable action to effectuate the transactions contemplated thereunder.
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Standby Purchase Agreement. Each of the Company and CCI has the requisite corporate power and authority to enter into and comply with its obligations under the terms of the Standby Securities Purchase Agreement (the "Agreement"). The execution, delivery and performance of the Agreement by each of the Company and CCI have been duly authorized by all necessary corporate action of the Company and CCI (including, if required, their respective shareholders). The Agreement has been duly executed and delivered by the Company and CCI and constitutes the valid and binding obligation of the Company and CCI enforceable against the Company and CCI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether considered in a proceeding at law or in equity), except as enforceability of the indemnity and contribution agreements of the Company and CCI therein may be limited by considerations of public policy.
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Standby Purchase Agreement. The Issuer and the Trustee -------------------------- hereby acknowledge that the purpose and intent of the Standby Purchaser in providing the Standby Purchase Agreement is to give effect to the agreement of the Standby Purchaser, from time to time upon the receipt of a specified notice from the Trustee in substantially the form of either Exhibit E-1 or E-2, as applicable, to this Indenture that the Issuer has failed to make the required payments under the Notes and this Indenture, to purchase the Noteholders' claims against the Issuer, whether such claims are in respect of principal, interest or any other amounts (including Additional Amounts). Each such notice shall be delivered by the Trustee to the Standby Purchaser no later than 5:00 p.m. (New York time) on the Business Day prior to each Payment Date to the extent that the Issuer has failed to make any payment hereunder in accordance with the provisions of Section 2.14(a) hereof by 1:00 p.m. (New York time) on the Business Day before such Payment Date. The Noteholders (by acceptance of the Notes upon issuance) shall be deemed to have consented to the sale by the Trustee, on behalf of the Noteholders, of all rights such Noteholders may have to receive amounts due on or in respect of the Notes that are not paid by the Issuer in accordance with the requirements of this Indenture and receipt by such Noteholder of funds paid by the Standby Purchaser under the Standby Purchase Agreement in respect of such unpaid amounts shall extinguish such Noteholder's claims against the Issuer in respect of any such unpaid amounts. The Trustee agrees to treat the Standby Purchase Agreement in substantially the same fashion as it would a guarantee or similar obligation and shall promptly deposit in the Payment Account any funds it receives from the Standby Purchaser under or pursuant to the Standby Purchase Agreement.
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Standby Purchase Agreement. The Standby Purchase Agreement, duly executed and delivered by the State Auto Obligors and the Borrower, with all conditions to the effectiveness of thereof having been satisfied.
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Standby Purchase Agreement. In connection with the rights offering announced on August 28, 2007, we entered into a standby purchase agreement with Tontine Capital Partners, L.P. (“Tontine”) and Lxxx Mxxxx Investments Trust, Inc. (“Lxxx Mxxxx” and, together with Txxxxxx, the “Standby Purchasers”). Subject to certain conditions, the standby purchase agreement obligated us to sell, and required the Standby Purchasers to purchase from us, all of the shares purchasable with their basic subscription privileges. In addition, the standby purchase agreement obligated us to sell, and required the Standby Purchasers to purchase from us, any and all shares of our common stock issuable upon the deemed exercise by the Standby Purchasers immediately prior to the expiration of the rights offering of any subscription rights that were not exercised by other stockholders prior to the expiration of the rights offering. The price per full share paid by the Standby Purchasers for such common stock was $6.55 per share. Upon the consummation of the rights offering and the transactions contemplated by the standby purchase agreement, Tontine and Lxxx Mxxxx acquired 5,886,363 and 2,911,306 additional shares of our common stock, respectively.
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Standby Purchase Agreement. (a) the Standby Purchase Agreement terminates or ceases for any reason to be in full force and effect except in accordance with its terms; (b) Maverick does not perform any obligation or covenant under the Standby Purchase Agreement; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to Maverick, or (d) the liquidation, winding up, or termination of existence of Maverick; or (e) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to Maverick.
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Standby Purchase Agreement 
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Related to Standby Purchase Agreement

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.

  • Repurchase Agreement This Repurchase Agreement, duly executed by the parties thereto;

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