Takedown Procedures Sample Clauses

Takedown Procedures. (a) The Company shall give the Purchasers notice not later than 3:00 P.M. (New York City time) one Business Day before the date of the proposed purchase and sale of Notes, which notice shall specify the principal amount of Notes to be purchased and sold and the proposed Issuance Date (which shall be a Business Day). (b) On the Issuance Date, the Purchasers, severally and not jointly, shall deliver by wire transfer, to the account number of the Company specified by the Company in writing no later than 1:00 P.M. (New York City time) on the Issuance Date, immediately available funds in an amount equal to the aggregate purchase price of the Notes to be purchased by the Purchasers hereunder on such Issuance Date, less the aggregate amount of fees payable by the Company to the Purchasers on such date pursuant to SECTION 2.3(a) and expenses (if any) payable to the Purchasers on such date pursuant to SECTION 11.4. (c) On the Issuance Date, against payment as set forth in CLAUSE (b) above, the Company shall deliver to each Purchaser a single Note representing the aggregate principal amount of Notes to be purchased by such Purchaser registered in the name of such Purchaser, or, if requested by such Purchaser, separate Notes in such other denominations representing in total such aggregate principal amount and registered in such name or names as shall be designated by such Purchaser by notice to the Company at least one Business Day prior to the Issuance Date.

Takedown Procedures. Any Holder that intends to sell Common Shares pursuant to the Resale Shelf Registration Statement (each, a “Holder Proposed Sale”) shall notify the Company in writing and in accordance with Section 4.1 of such Holder Proposed Sale. Upon receipt of the notice of a Holder Proposed Sale, the Company shall (i) as promptly as commercially practicable, but in no event later than three (3) Business Days following receipt of such notice, and (ii) for a period of thirty (30) days thereafter or such longer period as reasonably requested by the Holder in order to allow such Holder to complete the Holder Proposed Sale (each, a “Sale Period”), use its commercially reasonable efforts to cause to be included or incorporated by reference, as applicable, in the Resale Shelf Registration Statement any disclosure necessary in order to cause the Resale Shelf Registration Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No Holder may sell Common Shares pursuant to the Resale Shelf Registration Statement unless such Holder has delivered notice of a Holder Proposed Sale to the Company and the Company either has (x) updated the Resale Shelf Registration Statement as described in the preceding sentence or (y) notified such Holder in writing that no such update is necessary; provided, however, that, for the avoidance of doubt, no notice of a Holder Proposed Sale shall be required in connection with sales pursuant to Rule 144 or otherwise exempt from registration under the Securities Act.

Takedown Procedures. (a) Intermediate Holdings shall give the Purchasers notice not later than 3:00 P.M. (New York City time) one Business Day before the date of the proposed purchase and sale of Asset Bridge Notes, which notice shall specify the principal amount of Asset Bridge Notes to be purchased and sold and the proposed Issuance Date (which shall be a Business Day). (b) On the Issuance Date, the Purchasers, severally and not jointly, shall deliver by wire transfer, to the account number of Intermediate Holdings specified by Intermediate Holdings in writing no later than 1:00 P.M. (New York City time) on the Issuance Date, immediately available funds in an amount equal to the aggregate purchase price of the Asset Bridge Notes to be purchased by the Purchasers hereunder on such Issuance Date, less the aggregate amount of fees payable by Intermediate Holdings to the Purchasers on such date pursuant to SECTION 2.3 and expenses (if any) payable to the Purchasers on such date pursuant to SECTIONS 9.8 and 11.4. (c) On the Issuance Date, against payment as set forth in CLAUSE (B) above, Intermediate Holdings shall deliver to each Purchaser a single Asset Bridge Note representing the aggregate principal amount of Asset Bridge Notes to be purchased by such Purchaser registered in the name of such Purchaser, or, if requested by such Purchaser, separate Asset Bridge Notes in such other denominations representing in total such aggregate principal amount and registered in such name or names as shall be designated by such Purchaser by notice to Intermediate Holdings at least one Business Day prior to the Issuance Date.

Takedown Procedures. 2.1 Subject to approval by the Special Committee under Section 1 of this Exhibit A to effect the Takedown of any Common Shares, the Company shall, as expeditiously as practicable: (a) Prepare and file with the SEC such amendments and supplements to the Resale Shelf Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and rules and regulations thereunder with respect to the disposition of all securities covered by such registration statement in accordance with the method of disposition set forth in such registration statement. If the registration is for an underwritten offering, the Company shall amend the registration statement or supplement the prospectus whenever reasonably required by the terms of the underwriting agreement. Subject to Rule 415 under the Securities Act, the Company shall amend the registration statement or supplement the prospectus so that it will remain current and in compliance with the requirements of the Securities Act for such period as shall be approved by the Special Committee. If any event or development occurs as a result of which a registration ACTIVE 231358484 statement or prospectus contains a misstatement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Company shall promptly notify the applicable Stockholder Parties and their counsel, amend the registration statement or supplement the prospectus so that each will thereafter comply with the Securities Act and furnish to such Stockholder Parties and their counsel such amended or supplemented prospectus for use in the offer and sale of Common Shares covered by such registration statement. Pending such amendment or supplement, such Stockholder Parties shall cease making offers and sales of Common Shares pursuant to the prior prospectus. In the event that any Common Shares included in a registration statement remain unsold following all Takedowns approved by the Special Committee, the Company may file a post-effective amendment to the registration statement for the purpose of removing such securities from registered status. (b) Furnish to the applicable Stockholder Parties and their counsel such numbers of copies of the registration statement, any pre-effective or post-effective amendment thereto, the ...

Takedown Procedures. (a) The Company shall give Purchaser notice not later than 11:00 A.M. (New York City time) two Business Days prior to each proposed purchase and sale of Notes hereunder (a "TAKEDOWN"), other than the Initial Takedown if it occurs on December 23 or 24, 1997 and is in the amount of $185,000,000 which notice shall specify the principal amount of Notes to be purchased and sold at such Takedown (which amount shall be $5,000,000 or a larger multiple of $1,000,000, except that any Takedown may be in an amount equal to either (x) the amount of interest payable on the Notes on the date of Takedown or (y) the remaining unused amount of the Commitment) and the date of such Takedown (which shall be a Business Day). There shall not be more than three Takedowns subsequent to the Initial Takedown hereunder. (b) No later than 12:00 noon (New York City time) on the date of each Takedown, Purchaser shall deliver by wire transfer, to the account number of the Company specified by the Company in writing no later than 2:00 P.M. (New York City time) two Business Days prior to the date of such Takedown, immediately available funds in an amount equal to the aggregate purchase price of the Notes to be purchased by Purchaser hereunder on such date, less the aggregate amount of fees payable by the Company to Purchaser on such date pursuant to Section 2.03. (c) At each Takedown, against payment as set forth in subsection (b) of this Section 2.02, the Company shall deliver to Purchaser a single Note representing the aggregate principal amount of Notes to be purchased at such Takedown registered in the name of Purchaser, or, if requested by Purchaser, separate Notes in such other denominations and registered in such name or names as shall be designated by Purchaser by notice to the Company at least two Business Days prior to the date of such Takedown.

Takedown Procedures