Put Exercise Notices Clause Samples

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Put Exercise Notices. Each Agent will keep a stock of notices in forms similar to that set out in the Schedule 3 (each, a “Change of Control Put Exercise Notice”) and will make them available on demand to Bondholders. At the end of any period for exercising any option in Condition 7.3, each Agent shall promptly notify the Principal Paying Agent of the principal amount of Bonds in respect of which Change of Control Put Exercise Notices have been deposited with it and will forward such Change of Control Put Exercise Notices to the Principal Paying Agent. The Principal Paying Agent shall promptly send by facsimile transmission a copy of such Change of Control Put Exercise Notice to the Issuer and notify details of the principal amount of Bonds in respect of which an option in Condition 7.3 has been exercised to the Issuer, the Guarantor, PT and the Trustee.
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Put Exercise Notices. Each Paying, Transfer and Exchange Agent will keep a stock of notices in forms similar to that set out in Schedule 6 Part B (each, a “Put Exercise Notice”) and will make them available on demand to the Commissioner and Noteholders. At the end of any period for exercising any option in Condition 10(c), each Paying, Transfer and Exchange Agent shall promptly notify the Fiscal Agent of the principal amount of Notes in respect of which Put Exercise Notices in respect of the relevant Put Event have been deposited with it and will forward such Put Exercise Notices to the Fiscal Agent. The Fiscal Agent shall promptly send by facsimile transmission a copy of such Put Exercise Notice to the Issuer and notify such details and details of the principal amount of Notes in respect of which an option in respect of the relevant Put Event in Condition 10(c) has been exercised to the Issuer.
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Put Exercise Notices. (a) Commencing on the thirtieth day following the Effective Date, the Sentio Parties may, from time to time in their sole discretion, provide to the Investor a Put Exercise Notice, substantially in the form attached hereto as Exhibit E for a Put Exercise in connection with a proposed investment opportunity (an “Ordinary Put Exercise Notice”), and, solely during the period commencing on April 8, 2014 and ending on June 30, 2014, the Sentio Parties may provide to the Investor one Put Exercise Notice substantially in the form attached hereto as Exhibit E-2 for a Put Exercise in connection with the Company Tender Offer (a “Tender Offer Put Exercise Notice” and collectively with any Ordinary Put Exercise Notices, a “Put Exercise Notice”). Each Put Exercise Notice must:
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Put Exercise Notices. The Transfer Agent with which a Certificate is deposited in a valid exercise of any Bondholder’s Change of Control Put Right shall hold such Certificate on behalf of the depositing Bondholder (but shall not, save as provided below, release it) until the due date for redemption of, or exercise of the Change of Control Put Right relating to, the relevant Bond(s) consequent upon the exercise of such Change of Control Put Right, when, in the case of an option to redeem, and subject as provided below, it shall surrender any such Certificate to itself for payment of the amount due in accordance with the Conditions and shall cause the Registrar to pay such moneys in accordance with the directions of the Bondholder contained in the Put Exercise Notice. In the event of the exercise of any other option, each Agent shall take the steps required of it in the Conditions and Clause 9. If any such Bond becomes immediately due and payable before the due date for its redemption or exercise of the Change of Control Put Right, or if upon due surrender of the Certificate representing a Bond payment of the amount due is improperly withheld or refused or exercise of the Change of Control Put Right is improperly denied, the Agent concerned shall mail the Certificate representing such Bond by uninsured post to, and at the risk of, the relevant Bondholder (unless the Bondholder otherwise requests and pays the costs of such insurance in advance to the relevant Agent) to such address as may have been given by the Bondholder in the Put Exercise Notice or where no address has been given, to the address appearing in the Register. At the end of each period for the exercise of any such Change of Control Put Right, each Agent shall promptly notify the Fiscal Agent of the principal amount of the Bonds in respect of which such Change of Control Put Right has been exercised with it together with the certificate numbers of the Certificates representing them and the Fiscal Agent shall promptly notify such details to the Issuer.
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Put Exercise Notices. Each Paying, Transfer and Conversion Agent will keep a stock of notices in forms similar to that set out in Schedule 6 (each, a Put Exercise Notice) and will make them available on demand to the Bondholders. At the end of any period for exercising any option in Condition 7.3 (Redemption at the Option of Bondholders following a Relevant Event), each Paying, Transfer and Conversion Agent shall promptly notify the Principal Paying, Transfer and Conversion Agent of the nominal amount of Bonds in respect of which Put Exercise Notices have been deposited with it and will forward such Put Exercise Notices to the Principal Paying, Transfer and Conversion Agent. The Principal Paying, Transfer and Conversion Agent shall promptly send by facsimile transmission a copy of such Put Exercise Notice to the Issuer and notify such details and details of the nominal amount of Bonds in respect of which an option in Condition 7.3 (Redemption at the Option of Bondholders following a Relevant Event) has been exercised to the Issuer and the Calculation Agent.
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Put Exercise Notices. (a) Commencing on the thirtieth day following the Effective Date, the Sentio Parties may, from time to time in their sole discretion, provide to the Investor a Put Exercise Notice, substantially in the form attached hereto as Exhibit E (the “Put Exercise Notice”). Each Put Exercise Notice must: (i) be delivered to the Investor not later than 9:30 a.m. (Eastern Standard time) at least fifteen (15) Business Days prior to the Closing Date specified in the Put Exercise Notice;
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Put Exercise Notices. (a) Commencing on the thirtieth day following the Effective Date, the Sentio Parties may, from time to time in their sole discretion, provide to the Investor a Put Exercise Notice, substantially in the form attached hereto as Exhibit E for a Put Exercise in connection with a proposed investment opportunity (an “Ordinary Put Exercise Notice”). In addition, the Sentio Parties may, from time to time in their sole discretion, provide to the Investor a Put Exercise Notice, substantially in the form attached hereto as Exhibit E-2 for a Put Exercise in connection with a Construction Loan (a “Construction Loan Put Exercise Notice,” and collectively with any Ordinary Put Exercise Notices, a “Put Exercise Notice”). Each Put Exercise Notice must: (i) be delivered to the Investor not later than 9:30 a.m. (Eastern Standard time) at least fifteen (15) Business Days prior to the Closing Date specified in the Put Exercise Notice; (ii) identify the proposed investment opportunity and specify the criteria supporting the Sentio Parties’ conclusion that such investment opportunity is a Qualifying Acquisition (in the case of an Ordinary Put Exercise Notice), or identify the proposed Construction Loan and specify the material terms of the Construction Loan (in the case of a Construction Loan Put Exercise Notice); (iii) specify the Put Exercise Amount and, in the case of a Construction Loan Put Exercise Notice, the Draw Schedule related to the Put Exercise Amount; and (iv) designate the Closing Date. The date on which the Sentio Parties deliver any Put Exercise Notice in accordance with this Section 2.1 hereinafter will be referred to as a “Put Exercise Date.”
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Related to Put Exercise Notices

  • Exercise Notice In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such exercise (the “Exercise Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the “Exercise Notice”), (ii) deliver the original Warrant or a copy thereof, and (iii) in the case of a Cash Exercise (as defined below), the Exercise Price to the Company. The Exercise Notice shall also state the name or names in which the Warrant Shares issuable on such exercise shall be issued. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 6 below), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days following the date on which the Exercise Notice is delivered to the Company. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

  • Form of Exercise Notice To: ▇▇▇▇ ▇▇▇ Sheung (the “Transferor”) From: ZHANG Jun De 张俊德 (the “Transferee”) We refer to the Share Transfer Agreement (the “Share Transfer Agreement”) dated April 26, 2010 made between the Transferee and the Company. Terms defined in the Share Transfer Agreement shall have the same meanings as used herein. We hereby give you notice that we require you to sell to us / [Nominees’ names] in accordance with the terms and conditions of the Share Transfer Agreement, the following Option Shares at the Exercise Price set out below, subject to the terms and conditions set out in the Share Transfer Agreement Completion shall take place at [ ] on [ ] at the office of [ ]: Dated this day of , 20 Yours faithfully ____________________________ Name: Title: For & on behalf of Transferee

  • Repurchase Notices Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than 132.0 million (in the case of the first such notice) or (ii) thereafter more than 8.6 million less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

  • Notice to Allow Exercise by Holder If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

  • Notices; Method of Exercising Repurchase Right, Etc (a) Unless the Company shall have theretofore called for redemption all of the outstanding Notes and deposited or set aside an amount of money sufficient to redeem such Notes on the redemption date as set forth in Section 3.2, on or before the tenth (10th) calendar day following the occurrence of a Repurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all holders of record of the Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. The Company Notice shall contain the following information: (1) a brief description of the Repurchase Event; (2) the repurchase date; (3) the CUSIP number(s) of the Note(s) subject to the repurchase right; (4) the date by which the repurchase right must be exercised; (5) the last date by which the election to require repurchase, if submitted, must be revoked; (6) the Repurchase Price and the Additional Repurchase Amount, if any; (7) a description of the procedure which a holder must follow to exercise a repurchase right; and (8) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern. (b) To exercise a repurchase right, a holder shall deliver to the Trustee on or before the close of business on the thirty-fifth (35th) day after the Company Notice was mailed (i) written notice to the Company (or agent designated by the Company for such purpose) of the holder's exercise of such right in substantially the form attached hereto as Exhibit C (the "Repurchase Notice"), which Repurchase Notice shall set forth the name of the holder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date. (c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for. (d) Any Note that is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered. (e) On or prior to 1:00 p.m., New York City time on the Repurchase Date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price and Additional Repurchase Amount, if any, in cash for payment to the holder on the repurchase date. (f) If the Company is unable to repurchase on the repurchase date all of the Notes (or portions thereof) as to which the repurchase right has been properly exercised, the aggregate amount of Notes the Company may repurchase shall be allocated pro rata among each Note (or portion thereof) surrendered for repurchase, based on the principal amount of such Note, in proportion to the aggregate amount of Notes surrendered for repurchase. (g) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.