The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount and may, with respect to the Uncommitted Amount, as requested by a Seller, enter into Transactions with a Purchase Price not to exceed the Maximum Aggregate Purchase Price..With respect to Certificates, the Purchase Price will be determined based upon the aggregate Market Value of the Loans owned by the related Trust..Buyer shall have the obligation, subject to the terms and conditions of the Program Documents, to enter into Transactions up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount, which Transactions with respect to the Uncommitted Amount shall be entered into in the sole discretion of Buyer..Unless otherwise agreed by Buyer, all Transactions hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Unless otherwise agreed, a Seller shall request that Buyer enter into a Transaction by delivering to Buyer: (i) a Transaction Notice, (ii) an estimate of the Purchase Price for such Transaction, which in the case of a Certificate shall be determined using the amount allocable to the Loans owned by or proposed to be transferred to the related Trust represented by such Certificate (which estimate may be included in a Transaction Notice), and (iii) a copy of the original Custodial Certification issued by the applicable Custodian to the Loan Seller or the related Trust, as applicable, showing that the related Mortgage Asset Files for each such Loan are held by the Custodian under the Custodial Agreement without Exceptions..A copy of each Custodial Certifications shall be delivered to 000/000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx for the account of Citibank, N.A., telephone number (000) 000-0000, as agent for Buyer by overnight delivery using a nationally recognized insured overnight delivery service..In addition, the related Seller will deliver to Buyer or cause Custodian to deliver to Buyer on each Business Day, via Electronic Transmission acceptable to Buyer, an electronic data file with respect to all Purchased Loans and Loans held by Custodian on behalf of each Trust represented by a Purchased Certificate subject to a Transaction and an Exception Report showing the status of all Purchased Loans and Loans then held by Custodian for e...
The Transactions. (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Days’ prior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):
The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an aggregate of 1,650,000 shares (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 per share, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”). The Purchased Shares and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 20...
The Transactions a. The Seller shall repurchase Purchased Assets from Buyer on each related Repurchase Date. Each obligation to repurchase subsists without regard to any prior or intervening liquidation or foreclosure with respect to each Purchased Asset. The Seller is obligated to obtain the Purchased Assets from Buyer or its designee at the Seller's expense on (or after) the related Repurchase Date.
b. Provided that the applicable conditions in Sections 9(a) and (b) have been satisfied, each Purchased Asset that is repurchased by the Seller on the 26th day of each month (or, if such 26th day is not a Business Day, the immediately following Business Day) following the related initial Purchase Date (the day of the month so determined for each month, or any other date designated by the Seller to Buyer for such a repurchase on at least one Business Day's prior notice to Buyer, a "Repurchase Date", which term shall also include the date determined by application of Section 19) shall automatically become subject to a new Transaction unless Buyer is notified by the Seller at least one (1) Business Day prior to any Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date for each new Transaction, unless otherwise agreed, (y) the accrued and unpaid Price Differential shall be settled in cash on each related Repurchase Date, and (z) the Pricing Rate shall be as set forth in the Side Letter.
c. If the Seller repurchases Purchased Assets on any day which is not a Repurchase Date for such Purchased Assets, the Seller shall indemnify Buyer and hold Buyer harmless from any losses, costs and/or expenses which Buyer may sustain or incur arising from the reemployment of funds obtained by Buyer hereunder or from fees payable to terminate the deposits from which such funds were obtained ("Breakage Costs"), in each case for the remainder of the applicable 30 day period. Buyer shall deliver to the Seller a statement setting forth the amount and basis of determination of any Breakage Costs in such detail as determined in good faith by Buyer to be adequate, it being agreed that such statement and the method of its calculation shall be adequate and shall be conclusive and binding upon the Seller, absent manifest error. This Section shall survive termination o...
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up to the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (i) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) and (ii) the Asset Base.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time” ): Eligible Mortgage Loans (other than Wet-Ink Mortgage Loans) Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 5:00 p.m. (New York City time) on the requested Purchase Date For Correspondent Loans, the Correspondent Seller Release, duly executed and delivered by each applicable Correspondent Seller No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser The complete Mortgage Files to Custodian for each Mortgage Loan subject to such Transaction No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Custodian AM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later than 5:00 p.m. (New York City time) on the Business Day prior to the requested Purchase Date Purchaser and Custodian No later than 12:00 noon (New York City time) on the requested Purchase Date PM Funded Wet-Ink Mortgage Loans Seller Mortgage Loan Schedule No later ...
The Transactions. (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Eligible Assets hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount.
(b) Subject to the terms and conditions of the Program Documents, Purchaser may enter into Transactions provided, that the Aggregate MRA Purchase Price shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the sum of the Aggregate EPF Purchase Price and MSR Facility Borrowed Amount) and (b) the aggregate Asset Base of all Purchased Assets and all Eligible Mortgage Loans proposed to be sold in such Transaction.
(c) Unless otherwise agreed, Seller shall request that Purchaser enter into a Transaction with respect to any Eligible Mortgage Loan by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”), and such Transaction shall occur no later than the corresponding required purchase time (the “Required Purchase Time”):
The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan,
(a) LGE will purchase from the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes;
(b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operatio...
The Transactions. (i) Immediately prior to the consummation of the Sub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the General Corporation Law of Delaware ("DELAWARE LAW"), whereupon the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION");
(ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law;
(iii) Pursuant to the Great Lake Merger:
(A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto;
(B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and
(C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto.
(A) The certificate of incorporation of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law.
(B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law.
(C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation;
(b) At the Effective Time, which shall occur immediately prior to the Closing:
(i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the Wisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon the separate existence of Merger Sub One shall cease,...
The Transactions. Subject to the terms and conditions of this Agreement, the Parties shall effect the following transactions (collectively, the “Transactions”):
(a) Prior to the Chilean Effective Time, (i) by means of one or more capital increases, Itaú Chile shall offer to sell such number of shares of its common stock to its shareholders, and Itaú Parent shall, or shall cause one of its Subsidiaries to, subscribe for such shares in an amount necessary such that, the capital increase(s) will result in aggregate proceeds to Itaú Chile of U.S.$652 million (the “Capital Raise”) and (ii) Corp Group Parent will sell or otherwise transfer 5,208,344,218 shares of CorpBanca to non-Affiliates.
(b) Prior to the Chilean Effective Time, Itaú Parent may elect to form or cause to be formed Itaú Holdco, a new company (sociedad por acciones) organized under the laws of Chile and wholly-owned directly or indirectly by Itaú Parent to hold Itaú Parent’s shares of CorpBanca Common Stock or it may hold such shares through one or more of its wholly owned subsidiaries (any such companies, collectively, “Itaú Holding Company” and, together with Corp Group Banking and SAGA, the “Holding Companies”).
(c) At the Chilean Effective Time, Itaú Chile shall merge with and into CorpBanca in accordance with the provisions of the Chilean Companies Law (the “Chilean Merger”). CorpBanca shall be the surviving corporation in the Chilean Merger and shall be governed by the laws of Chile. Upon consummation of the Chilean Merger, the separate corporate existence of Itaú Chile shall cease, and all assets and liabilities of Itaú Chile shall be assumed by CorpBanca. Effective as of the Chilean Effective Time, Itaú Parent, the Holding Companies, Corp Group Holding and Corp Group Parent shall enter into a shareholders’ agreement (the “Shareholders Agreement”) in the form attached as Exhibit 1.
(d) As soon as practicable after the Chilean Effective Time, (i) CorpBanca shall have made an offer to purchase from the other minority shareholders of CorpBanca Colombia that are party to the CorpBanca Colombia Shareholders Agreement all of the outstanding shares of CorpBanca Colombia owned by such minority shareholders, and (ii) subject to Section 1.6, CorpBanca shall purchase from Corp Group Parent all of the outstanding shares of CorpBanca Colombia owned by Corp Group Parent, in each case at a price equal to U.S.$3.5367 per share (which is U.S.$330,000,000 for Corp Group Parent and U.S.$ 564,000,000 for such minority shareho...
The Transactions. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any Person other than Holdings, any Borrower or any Guarantor, such Collateral will be free and clear of the Liens created by the Loan Documents, and the Administrative Agent will take, and each Lender hereby authorizes the Administrative Agent to take, any actions reasonably requested by any Borrower in order to evidence the foregoing, in each case, in accordance with Section 10.18.
