Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"), the Company shall purchase the principal amount (the "OFFER AMOUNT") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 3.9 and Section 4.17 hereof and the length of time the Asset Sale Offer shall remain open; (2) the Offer Amount, the purchase price and the Purchase Date; (3) that any Note not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date; (6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to have the Note purchased; (7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Iron Mountain Inc/Pa), First Supplemental Indenture (Iron Mountain Inc/Pa)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.15, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.15 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.15 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarydepository, if appointed by the Company, or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary a depository or Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depository (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company shall, to the extent lawful, ,
(i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.15) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent paying agent or depositarydepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.8. The Company, depositary the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.15 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company Company, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company Issuer, Iron Mountain or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one (1) Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company Issuer, Iron Mountain or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company Issuer, Iron Mountain or such Restricted Subsidiary shall send deliver or cause to be sentdelivered, by first class mailmail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company Issuer, Iron Mountain or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the CompanyIssuer, a depositarysuch Restricted Subsidiary, if appointed by the Company, Depository or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if Iron Mountain, such Restricted Subsidiary, the Company, depositary Depository or Paying Agenta paying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company Iron Mountain or such Restricted Subsidiary so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the applicable Purchase Date, the Company Issuer, Iron Mountain or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company Issuer, Iron Mountain or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent Depository or depositarypaying agent, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Issuer, Iron Mountain or such Restricted Subsidiary in accordance with the terms of this Section 3.93.8. The CompanyIssuer, depositary Iron Mountain, such Restricted Subsidiary, the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company Issuer, Iron Mountain or such Restricted Subsidiary for purchase, and the Company Issuer shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company Issuer, Iron Mountain or such Restricted Subsidiary to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company Issuer, Iron Mountain or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Issuer, Iron Mountain or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.1 through 3.6 hereof to the extent applicable3.8 or 4.16 by virtue of such conflict. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company Issuer, Iron Mountain or such Restricted Subsidiary, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuer, Iron Mountain or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness contractually subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale Offer, Offer is commenced (the "Commencement Date") except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the any Commencement Date of any Asset Sale OfferDate, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interestinterest in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;
(5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Depositary or Paying Agent, as the case may be, receives, receives not later than the close of business on the Business Day preceding the termination of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase purchase, the certificate number on the Security and a statement that such Holder is withdrawing such Holder's his election to have the Note Security purchased;
(7) that, if the aggregate principal amount of Notes Securities surrendered by Holders exceeds the Asset Sale Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered, which unpurchased portion must be equal to $1,000 principal amount or an integral multiples thereof. On or before 12:00 noon 10:00 a.m. New York City time on each Asset Sale Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price Asset Sale Purchase Price with respect to a principal amount of Notes Securities equal to the Asset Sale Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.91109. On the Asset Sale Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Asset Sale Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) Securities tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes and such other notes Securities or portions thereof tendered, (ii) deliver deliver, or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes Securities so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.91109. The Company, a depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three two (2) Business Days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Asset Sale Purchase Price with respect to the Notes Securities tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new NoteSecurity, and the Trustee shall authenticate and mail or deliver such new NoteSecurity, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes Securities surrendered. Any Note Security not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each Subject to applicable escheat laws, as provided in the Securities, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Asset Sale Purchase Price; provided, however, that (x) to the extent that -------- ------- the aggregate amount of an Asset Sale Offer exceeds the aggregate Asset Sale Purchase Price of the Securities or portions thereof to be purchased, the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Asset Sale Purchase Date the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon. Other than as specifically provided in this Section 1109, each purchase pursuant to this Section 3.9 1109 shall be made pursuant to the provisions of Sections 3.1 1101 through 3.6 hereof to the extent applicable1108 hereof. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.ARTICLE TWELVE
Appears in 1 contract
Asset Sale Offers. In the event that the Company or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one (1) Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall send deliver or cause to be sentdelivered, by first class mailmail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarysuch Restricted Subsidiary, if appointed by the Company, Depository or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary such Restricted Subsidiary, the Depository or Paying Agenta paying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company or such Restricted Subsidiary so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the applicable Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent Depository or depositarypaying agent, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company or such Restricted Subsidiary in accordance with the terms of this Section 3.93.8. The Company, depositary such Restricted Subsidiary, the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company or such Restricted Subsidiary to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company or such Restricted Subsidiary, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale Offer, Offer is commenced (the "Commencement Date") except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the any Commencement Date of any Asset Sale OfferDate, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interestinterest in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;
(5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Depositary or Paying Agent, as the case may be, receives, receives not later than the close of business on the Business Day preceding the termination of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase purchase, the certificate number on the Security and a statement that such Holder is withdrawing such Holder's his election to have the Note Security purchased;
(7) that, if the aggregate principal amount of Notes Securities surrendered by Holders exceeds the Asset Sale Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered, which unpurchased portion must be equal to $1,000 principal amount or an integral multiples thereof. On or before 12:00 noon 10:00 a.m. New York City time on each Asset Sale Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price Asset Sale Purchase Price with respect to a principal amount of Notes Securities equal to the Asset Sale Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.91109. On the Asset Sale Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Asset Sale Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) Securities tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes and such other notes Securities or portions thereof tendered, (ii) deliver deliver, or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes Securities so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.91109. The Company, a depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three two (2) Business Days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Asset Sale Purchase Price with respect to the Notes Securities tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new NoteSecurity, and the Trustee shall authenticate and mail or deliver such new NoteSecurity, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes Securities surrendered. Any Note Security not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each Subject to applicable escheat laws, as provided in the Securities, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Asset Sale Purchase Price; provided, however, that (x) to the extent that -------- ------- the aggregate amount of an Asset Sale Offer exceeds the aggregate Asset Sale Purchase Price of the Securities or portions thereof to be purchased, the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Asset Sale Purchase Date the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon. Other than as specifically provided in this Section 1109, each purchase pursuant to this Section 3.9 1109 shall be made pursuant to the provisions of Sections 3.1 1101 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible1108 hereof.
Appears in 1 contract
Asset Sale Offers. In the event that the Company Parent shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company Parent shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company Parent shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.15 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company Parent defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the CompanyParent, a depositarydepository, if appointed by the CompanyParent, or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the CompanyParent, depositary a depository or Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depository (with such adjustments as may be deemed to be appropriate by the Company Parent so that only Notes in denominations of $1,000C$2,000, or integral multiples of C$1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the day that is one (1) Business Day prior to any Purchase Date, the Company Parent shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company Parent shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.15) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent paying agent or depositarydepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Parent in accordance with the terms of this Section 3.93.8. The CompanyParent, depositary the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company Parent for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company Parent to the Holder thereof. The Company Parent shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company Parent in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Parent shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.15 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $C$1,000, the Trustee or the paying agent shall promptly refund to the Company Parent, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Parent or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarydepository, if appointed by the Company, or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary a depository or Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depository (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent paying agent or depositarydepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.8. The Company, depositary such Restricted Subsidiary, the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company Company, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company Parent shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.15, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company Parent shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.15 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company Parent shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.15 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company Parent defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the CompanyParent, a depositarydepository, if appointed by the CompanyParent, or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the CompanyParent, depositary a depository or Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depository (with such adjustments as may be deemed to be appropriate by the Company Parent so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the Purchase Date, the Company Parent shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company Parent shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.15) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent paying agent or depositarydepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Parent in accordance with the terms of this Section 3.93.8. The CompanyParent, depositary the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company Parent for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company Parent to the Holder thereof. The Company Parent shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company Parent in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Parent shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.15 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company Parent, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Parent may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale OfferOffer is commenced (the "Commencement Date"), except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the 112 Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant and other pari passu Indebtedness that is required by its terms to Sections 3.2 and 4.17 hereof be purchased in such Asset Sale Offer or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related Interest Payment Date, or any accrued interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interest, and premium, if any, in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;
(5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Depositary or Paying Agent, as the case may be, receives, receives not later than the close of business on the Business Day preceding the termination of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase purchase, the certificate number on the Security and a statement that such Holder is withdrawing such Holder's his election to have the Note Security purchased;
(7) that, if the aggregate principal amount of Notes Securities surrendered by Holders together with any other pari passu Indebtedness that is required by its terms to be purchased in such Asset Sale Offer exceeds the Asset Sale Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered, which unpurchased portion must be equal to $1,000 principal amount or an integral multiples thereof. On or before 12:00 noon 10:00 a.m., New York City time, on each Asset Sale Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price Asset Sale Purchase Price with respect to a principal amount of Notes Securities equal to the Asset Sale Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.91109. On the Asset Sale Purchase Date, the Company shall, (i) to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Asset Sale Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) Securities tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes and such other notes Securities or portions thereof tendered, (ii) deliver deliver, or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes the Securities so accepted accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.91109. The Company, a depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three two (2) Business Days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Asset Sale Purchase Price with respect to the Notes Securities tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new NoteSecurity, and the Trustee shall authenticate in accordance with Section 303 and mail or deliver such new NoteSecurity, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes Securities surrendered. Any Note Security not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable U.S. Federal and state and Canadian federal and state provincial securities laws. Each purchase pursuant Subject to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result applicable escheat laws, as provided in the purchase of a principal amount of Notes which is not evenly divisible by $1,000Securities, the Trustee shall promptly refund or the Paying Agent, as applicable, shall, upon the Company's written request in compliance with Section 103, return to the Company any cash that remains unclaimed held by them for the portion payment of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.Asset Sale Purchase Price; provided, however, that
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale Offer, Offer is commenced (the "Commencement Date") except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant and other pari passu Senior Indebtedness that is required by its - 147 - 161 terms to Sections 3.2 and 4.17 hereof be purchased in such Asset Sale Offer or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued interest accrued to such Purchase Date or Liquidated Damages, if any, shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interestinterest and Liquidated Damages, if any, in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Asset Sale Purchase Date;
(5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: Indenture (Pioneer East Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 4.10 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIODOffer Period"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATEPurchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTOffer Amount") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.02 and 4.17 4.10 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest and Liquidated Damages accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.09 and Section 4.17 4.10 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Liquidated Damages, if any;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's his election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: Indenture (Iron Mountain Inc /De)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale OfferOffer is commenced (the "Commencement Date"), except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant and other pari passu Indebtedness that is required by its terms to Sections 3.2 and 4.17 hereof be purchased in such Asset Sale Offer or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related Interest Payment Date, or any accrued interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interest, and premium, if any, in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;
(5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Depositary or Paying Agent, as the case may be, receives, receives not later than the close of business on the Business Day preceding the termination of the Asset Sale Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase purchase, the certificate number on the Security and a statement that such Holder is withdrawing such Holder's his election to have the Note Security purchased;
(7) that, if the aggregate principal amount of Notes Securities surrendered by Holders together with any other pari passu Indebtedness that is required by its terms to be purchased in such Asset Sale Offer exceeds the Asset Sale Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes Securities in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered, which unpurchased portion must be equal to $1,000 principal amount or an integral multiples thereof. On or before 12:00 noon 10:00 a.m., New York City time, on each Asset Sale Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price Asset Sale Purchase Price with respect to a principal amount of Notes Securities equal to the Asset Sale Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.91109. On the Asset Sale Purchase Date, the Company shall, (i) to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Asset Sale Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) Securities tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes and such other notes Securities or portions thereof tendered, (ii) deliver deliver, or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes the Securities so accepted accepted, and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.91109. The Company, a depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three two (2) Business Days after the Asset Sale Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Asset Sale Purchase Price with respect to the Notes Securities tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new NoteSecurity, and the Trustee shall authenticate in accordance with Section 303 and mail or deliver such new NoteSecurity, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes Securities surrendered. Any Note Security not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Asset Sale Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and all other applicable U.S. Federal and state and Canadian federal and provincial securities laws. Subject to applicable escheat laws, as provided in the rules thereunderSecurities, the Trustee or the Paying Agent, as applicable, shall, upon the Company's written request in compliance with Section 103, return to the Company any cash that remains unclaimed held by them for the payment of the Asset Sale Purchase Price; provided, however, that (x) to the extent applicablethat the aggregate amount of an Asset Sale Offer exceeds the aggregate Asset Sale Purchase Price of the Securities or portions thereof to be purchased, the Trustee shall hold such excess for the Company, and all other applicable federal and state securities laws(y) unless otherwise directed by the Company in writing in compliance with Section 103, promptly after the Business Day following the Asset Sale Purchase Date the Trustee shall return any such excess to the Company. Each Other than as specifically provided in this Section 1109, each purchase pursuant to this Section 3.9 1109 shall be made pursuant to the provisions of Sections 3.1 1101 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible1108 hereof.
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Asset Sale Offers. In the event that the Company or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one (1) Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall send deliver or cause to be sentdelivered, by first class mailmail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarysuch Restricted Subsidiary, if appointed by the Company, Depository or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary such Restricted Subsidiary, the Depository or Paying Agenta paying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's Holdex’x election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company or such Restricted Subsidiary so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the applicable Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent Depository or depositarypaying agent, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company or such Restricted Subsidiary in accordance with the terms of this Section 3.93.8. The Company, depositary such Restricted Subsidiary, the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Holdex’x Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company or such Restricted Subsidiary to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.1 through 3.6 hereof to the extent applicable3.8 or 4.16 by virtue of such conflict. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company or such Restricted Subsidiary, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness contractually subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 1009 hereof, it shall follow the procedures specified below: . The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to date on which such Asset Sale OfferOffer is commenced (the "Commencement Date"), except to the extent required to be extended by pursuant to applicable law (as so extended, the "OFFER PERIODAsset Sale Offer Period"). No later than one Business Day after the termination of the Asset Sale Offer Period (the "PURCHASE DATEAsset Sale Purchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTAsset Sale Offer Amount") of Notes Securities required pursuant to Section 1009 hereof to be purchased in such Asset Sale Offer pursuant and other pari passu Indebtedness that is required by its terms to Sections 3.2 and 4.17 hereof be purchased in such Asset Sale Offer or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. If the Asset Sale Purchase Date is on or after an interest payment record date a Regular Record Date and on or before the related Interest Payment Date, or any accrued interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Security is registered at the close of business on such record dateRegular Record Date, and no additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes Securities pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to Section 1009 hereof and this Section 3.9 and Section 4.17 hereof 1109 and the length of time the Asset Sale Offer shall remain open;
(2) the Asset Sale Offer Amount, the purchase price Asset Sale Purchase Price and the Asset Sale Purchase Date;
(3) that any Note Security not tendered or accepted for payment shall continue to accrue interest, and premium, if any, in accordance with this Indenture;
(4) that, unless the Company defaults in the payment of the purchase priceAsset Sale Purchase Price, any Note all Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;
; 109 122 (5) that Holders electing to have a Note Securities purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Asset Sale Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.15, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.15 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.15 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarydepository, if appointed by the Company, or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary a depository or Paying Agentpaying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depository (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 am (New York City time) on each the Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.15) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent paying agent or depositarydepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.8. The Company, depositary the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.15 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company Company, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall be required to commence an offer to all Holders to purchase Notes pursuant to an Asset Sale Offer pursuant to under Section 4.17 4.09 hereof, it the Company shall follow the procedures specified belowin this Section 3.08: The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days after the Commencement Date relating to such Asset Sale Offerfollowing its commencement and not more than 30 Business Days, except to the extent that a longer period is required to be extended by applicable law (as so extended, the "OFFER PERIODOffer Period"). No later than one five Business Day Days after the termination of the Offer Period (the "PURCHASE DATEPurchase Date"), the Company shall will apply all Excess Proceeds (the "Offer Amount") to the purchase the principal amount (the "OFFER AMOUNT") of Notes of each maturity required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 Section 4.06 and 4.17 hereof such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall and unpaid interest, and Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On Upon the Commencement Date commencement of any an Asset Sale Offer, the Company shall send or cause to be sentwill send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. Such The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which shall will govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall will state:
(1a) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.08 and Section 4.17 4.09 hereof and the length of time the Asset Sale Offer shall will remain open;
(2b) the Offer Amount, the purchase price and the Purchase Date;
(3c) that any Note not tendered or accepted for payment shall will continue to accrue interest;
(4d) that, unless the Company defaults in the payment of the purchase pricemaking such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest after the Purchase Date;
(5e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;
(f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding at least three days before the Purchase Date;
(6g) that Holders shall will be entitled to withdraw their election if the Company, depositary the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's his election to have the such Note purchased;
(7h) thatthat subject to Section 4.09, if the aggregate principal amount of Notes of a particular maturity and other pari passu Indebtedness surrendered by Holders exceeds the Offer Amount, the Trustee shall Company will select the Notes of a particular maturity and other pari passu Indebtedness to be purchased on a PRO RATA pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall will be purchased); and
(8) i) that subject to Section 4.09, Holders whose Notes were purchased only in part shall will be issued new Notes of the same maturity equal in principal amount to the unpurchased portion of the Notes surrendered. On surrendered (or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment transferred by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisiblebook-entry transfer).
Appears in 1 contract
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 4.16 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"), the Company shall purchase the principal amount (the "OFFER AMOUNT") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 4.16 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 and Section 4.17 4.16 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
Asset Sale Offers. In the event that the Company Parent shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.15, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company Parent shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.15 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company Parent shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.15 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company Parent defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the CompanyParent, a depositary, if appointed by the CompanyParent, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the CompanyParent, a depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depositary (with such adjustments as may be deemed to be appropriate by the Company Parent so that only Notes in denominations of $1,000£100,000, or integral multiples of £1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 10:00 am (Luxembourg time) on each the date that is one Business Day prior to the Purchase Date, the Company Parent shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company Parent shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.15) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Parent in accordance with the terms of this Section 3.93.8. The CompanyParent, depositary Depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company Parent for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company Parent to the Holder thereof. The Company Parent shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company Parent in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Parent shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.15 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $£1,000, the Trustee or the Paying Agent shall promptly refund to the Company Parent, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Parent may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Additional Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.10 and Section 4.17 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositaryDepository, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Depository or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $C$1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.10. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositaryDepository, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.10. The Company, depositary Depository or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 3.10 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $C$1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Asset Sale Offers. (a) In the event that the Company Borrower shall be required to commence an Asset Sale Offer offer to all Lenders to prepay Loans pursuant to Section 4.17 hereof4.09 hereof (an “Asset Sale Offer”), it the Borrower shall follow the procedures specified below: .
(b) The Asset Sale Offer shall be made to all Lenders and if the Borrower elects (or is required by the terms of other pari passu Indebtedness), to all holders of other Indebtedness that is pari passu with the Loans. The Asset Sale Offer shall remain open for 20 a period of at least twenty (20) Business Days after the Commencement Date relating to such Asset Sale Offerfollowing its commencement and not more than thirty (30) Business Days, except to the extent that a longer period is required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one five (5) Business Day Days after the termination of the Offer Period (the "PURCHASE DATE"“Prepayment Date”), the Company Borrower shall purchase the principal amount apply all Excess Proceeds (the "OFFER AMOUNT"“Offer Amount”) to the prepayment of Notes the Loans and such other pari passu Indebtedness, if any, required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof Section 4.09 hereof, on a pro rata basis, if applicable, or, if less than the Offer Amount has been tendered, to all Notes Loans and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Loans so prepaid shall be made pursuant to Section 2.05 hereof.
(c) If the Purchase Prepayment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest accrued to such Purchase Date shall be paid to the Person in whose name a Note Loan is registered at the close of business on such record date, and no additional interest shall be payable to Holders Lenders who tender Notes Loans pursuant to the Asset Sale Offer. On .
(d) Upon the Commencement Date commencement of any an Asset Sale Offer, the Company Borrower shall send or cause to be sentsend, by first class mail, a notice to the Administrative Agent and each of the HoldersLenders, with a copy to the TrusteeAdministrative Agent. Such The notice shall contain all instructions and materials necessary to enable such Lenders to tender Loans pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable describe the Holders to tender Notes pursuant transaction or transactions giving rise to the Asset Sale Offer and shall state:
(1i) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.09 and Section 4.17 4.09 hereof and the length of time the Asset Sale Offer shall remain open;
(2ii) the Offer Amount, the purchase prepayment price and the Purchase Prepayment Date;
(3iii) that any Note Loan not tendered or accepted for payment shall continue to accrue interest;
(4iv) that, unless the Company Borrower defaults in the payment of the purchase pricemaking such prepayment, any Note Loan accepted for payment prepayment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Prepayment Date;
(5v) that Holders Lenders electing to have a Note purchased Loan prepaid pursuant to an Asset Sale Offer may elect to have Loans prepaid in integral multiples of $1,000 only;
(vi) that Lenders electing to have Loans prepaid pursuant to any Asset Sale Offer shall be required to surrender the NoteLoan Notes evidencing such Loans, with the form entitled "“Option of Holder to Elect Purchase" on Prepayment” attached to the reverse of the Note Loan Notes completed, to the Company, a depositary, if appointed by Borrower or the Company, or a Paying Administrative Agent at the address specified in the notice prior to at least three (3) Business Days before the close of business on the Business Day preceding the Purchase Prepayment Date;
(6vii) that Holders Lenders shall be entitled to withdraw their election if the Company, depositary Borrower or Paying the Administrative Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of the Note Loan the Holder Lender delivered for purchase prepayment and a statement that such Holder Lender is withdrawing such Holder's his election to have the Note purchasedsuch Loan prepaid;
(7viii) that, if the aggregate principal amount of Notes Loans and other pari passu Indebtedness surrendered by Holders holders thereof exceeds the Offer AmountXxxxxx, the Trustee Borrower shall select the Notes Loans and other pari passu Indebtedness to be purchased preapid on a PRO RATA pro rata basis based on the principal amount of Loans and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed to be appropriate by the Company Borrower so that only Notes Loans in denominations of $1,000, or integral multiples thereof, shall be purchasedprepaid); and
(8) ix) that Holders Lenders whose Notes Loans were purchased prepaid only in part shall be issued new Loan Notes equal in principal amount to the unpurchased unpaid portion of the Loan Notes surrendered. surrendered evidencing the Loans.
(e) On or before 12:00 noon on each Purchase the Prepayment Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company Borrower shall, to the extent lawful, (i) accept for paymentprepayment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Loan Notes and other notes (in accordance with or portions thereof evidencing the terms of Section 4.17 of the Indenture) Loans tendered pursuant to the Asset Sale OfferOffer in an aggregate principal amount up to and including the Offer Amount, or if less than the Offer Amount has been tendered, all Loan Notes evidencing the Loans that have been tendered and such other notes or portions thereof tendered, (ii) shall deliver or cause the Paying Agent or depositary, as the case may be, to deliver be delivered to the Trustee Administrative Agent the Loan Notes so accepted and (iii) deliver to evidencing the Trustee Loans properly accepted, together with an Officers' Officer’s Certificate stating that such Loan Notes evidencing the Loans or portions thereof were accepted for payment prepayment by the Company Borrower in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible3.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (J Crew Group Inc)
Asset Sale Offers. (a) In the event that the Company shall be required to commence an Asset Sale Offer offer to all Holders to repurchase Notes pursuant to Section 4.17 hereof4.10 hereof (an “Asset Sale Offer”), it the Company shall follow the procedures specified below: .
(b) The Asset Sale Offer shall be made to all Holders and if the Company elects (or is required by the terms of other pari passu Indebtedness), to all holders of other Indebtedness that is pari passu with the Notes. The Asset Sale Offer shall remain open for a period of at least 20 Business Days after the Commencement Date relating to such Asset Sale Offerfollowing its commencement and not more than 30 Business Days, except to the extent that a longer period is required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one five Business Day Days after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company shall purchase the principal amount apply all Excess Proceeds (the "OFFER AMOUNT"“Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness, if any, required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 hereof Section 4.10 hereof, on a pro rata basis, if applicable, or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made pursuant to Section 4.01 hereof.
(c) If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On .
(d) Upon the Commencement Date commencement of any an Asset Sale Offer, the Company shall send or cause to be sentsend, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. Such The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable describe the Holders to tender Notes pursuant transaction or transactions giving rise to the Asset Sale Offer and shall state:
(1i) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.09 and Section 4.17 4.10 hereof and the length of time the Asset Sale Offer shall remain open;
(2ii) the Offer Amount, the purchase price and the Purchase Date;
(3iii) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4iv) that, unless the Company defaults in the payment of the purchase pricemaking such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(5v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;
(vi) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" on ” attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the CompanyDepositary, or a the Paying Agent at the address specified in the notice prior to the close of business on the at least three (3) Business Day preceding Days before the Purchase Date;
(6vii) that Holders shall be entitled to withdraw their election if the Company, depositary the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's his election to have the such Note purchased;
(7viii) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes and other pari passu Indebtedness to be purchased on a PRO RATA pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. surrendered (or transferred by book-entry transfer).
(e) On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) or portions thereof tendered pursuant to the Asset Sale OfferOffer in an aggregate principal amount up to and including the Offer Amount, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) and shall deliver or cause the Paying Agent or depositary, as the case may be, to deliver be delivered to the Trustee the Notes so properly accepted and (iii) deliver to the Trustee together with an Officers' Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.09. The Company, depositary the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee Trustee, upon written request from the Company shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note, Note to such Holder, equal in a principal amount equal to any unpurchased portion of such Holder's Notes the Note surrendered. Any Note not so accepted in by the Asset Sale Offer Company shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company .
(f) Other than as specifically provided in compliance with all applicable lawsthis Section 3.09, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each any purchase pursuant to this Section 3.9 3.09 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000Section 3.01, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisibleSection 3.02, Section 3.05 and Section 3.06 hereof.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (J Crew Group Inc)
Asset Sale Offers. In the event that the Company or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 twenty (20) Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one (1) Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall send deliver or cause to be sentdelivered, by first class mailmail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositarysuch Restricted Subsidiary, if appointed by the Company, Depository or a Paying Agent paying agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary such Restricted Subsidiary, the Depository or Paying Agenta paying agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the Applicable Procedures (with such adjustments as may be deemed to be appropriate by the Company or such Restricted Subsidiary so that only Notes in denominations of $1,0002,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 11:00 a.m. (New York City time) on each the applicable Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent paying agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent Depository or depositarypaying agent, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company or such Restricted Subsidiary in accordance with the terms of this Section 3.93.8. The Company, depositary such Restricted Subsidiary, the Depository or Paying Agentpaying agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company or such Restricted Subsidiary to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee or the paying agent shall promptly refund to the Company or such Restricted Subsidiary, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness contractually subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company Parent or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one (1) Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company Parent or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company Parent or such Restricted Subsidiary shall send deliver or cause to be sentdelivered, by first class mailmail (or delivered electronically in accordance with the Applicable Procedures), a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company Parent or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the CompanyParent, a depositary, if appointed by such Restricted Subsidiary or the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the CompanyParent, depositary such Restricted Subsidiary or the Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depositary (with such adjustments as may be deemed to be appropriate by the Company Parent or such Restricted Subsidiary so that only Notes in denominations of $1,000£100,000, or integral multiples of £1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 10:00 a.m. (Luxembourg time) on each the applicable Purchase Date, the Company Parent or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company Parent or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company Parent or such Restricted Subsidiary in accordance with the terms of this Section 3.93.8. The CompanyParent, depositary such Restricted Subsidiary, the Depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company Parent or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company Parent or such Restricted Subsidiary to the Holder thereof. The Company Parent or such Restricted Subsidiary shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company Parent or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Parent or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $£1,000, the Trustee or the Paying Agent shall promptly refund to the Company Parent or such Restricted Subsidiary, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Parent or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 4.10 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIODOffer Period"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATEPurchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTOffer Amount") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.02 and 4.17 4.10 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.09 and Section 4.17 4.10 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price Purchase Price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase pricePurchase Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's his election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon p.m. on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price Purchase Price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, if any, to be held for payment in accordance with the terms of this Section 3.93.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.09. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Purchase Price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 3.09 shall be made pursuant to the provisions of Sections 3.1 through 3.6 the second paragraph of Section 3.05 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: Indenture (Iron Mountain Inc /De)
Asset Sale Offers. In the event that the Company or any Restricted Subsidiary shall commence an Asset Sale Offer pursuant to Section 4.17 hereof4.16, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIOD"“Offer Period”). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATE"“Purchase Date”), the Company or such Restricted Subsidiary shall purchase the principal amount (the "OFFER AMOUNT"“Offer Amount”) of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.1 and 4.17 hereof 4.16 or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company or such Restricted Subsidiary shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.8 and Section 4.17 hereof 4.16 and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company or such Restricted Subsidiary defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Company, a depositary, if appointed by Company or the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary Company or the Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's ’s election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis and in accordance with the procedures of the Depositary (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000€100,000, or integral multiples of €1,000 in excess thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon 10:00 a.m. (Luxembourg time) on each the day that is one (1) Business Day prior to any Purchase Date, the Company or such Restricted Subsidiary shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.93.8. On the such Purchase Date, the Company or such Restricted Subsidiary shall, to the extent lawful, (i) accept for payment, on a PRO RATA pro rata basis to the extent necessaryapplicable, an aggregate principal amount equal to the Offer Amount of Notes and other notes Pari Passu Indebtedness (in accordance with the terms of Section 4.17 of the Indenture4.16) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes Pari Passu Indebtedness or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' ’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.93.8. The Company, depositary such Restricted Subsidiary, the Depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company or such Restricted Subsidiary for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's ’s Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company or a Restricted Subsidiary in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules any other securities laws and regulations thereunder, to the extent applicablethose laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer, and all other applicable federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.8, the Company or such Restricted Subsidiary shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 3.8 or 4.16 by virtue of such conflict. Each purchase pursuant to this Section 3.9 3.8 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof 3.5 to the extent applicable. In the event the amount of Excess Net Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $€1,000, the Trustee or the Paying Agent shall promptly refund to the Company Company, upon receipt of written direction, the portion of such Excess Net Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible. To the extent that the aggregate amount of Notes and other Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company or any Restricted Subsidiary may use any remaining Asset Sale Offer Amount for general corporate purposes (including the repurchase of Indebtedness subordinated in right of payment to the Notes to the extent not otherwise prohibited under this Indenture). Upon completion of such offer to purchase, the Asset Sale Offer Amount shall be reset at zero.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 4.10 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIODOffer Period"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATEPurchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTOffer Amount") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 3.02 and 4.17 4.10 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest and Liquidated Damages accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 3.09 and Section 4.17 4.10 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price Purchase Price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Liquidated Damages, if any;
(4) that, unless the Company defaults in the payment of the purchase pricePurchase Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any, after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's his election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: Indenture (Iron Mountain Inc /De)
Asset Sale Offers. In the event that the Company shall commence an Asset Sale Offer pursuant to Section 4.17 4.16 hereof, it shall follow the procedures specified below: The Asset Sale Offer shall remain open for 20 Business Days after the Commencement Date relating to such Asset Sale Offer, except to the extent required to be extended by applicable law (as so extended, the "OFFER PERIODOffer Period"). No later than one Business Day after the termination of the Offer Period (the "PURCHASE DATEPurchase Date"), the Company shall purchase the principal amount (the "OFFER AMOUNTOffer Amount") of Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2 and 4.17 4.16 hereof or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. If the Purchase Date is on or after an interest payment record date and on or before the related interest payment date, any interest accrued to such Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. On the Commencement Date of any Asset Sale Offer, the Company shall send or cause to be sent, by first class mail, a notice to each of the Holders, with a copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer and shall state:
(1) that the Asset Sale Offer is being made pursuant to this Section 3.9 and Section 4.17 4.16 hereof and the length of time the Asset Sale Offer shall remain open;
(2) the Offer Amount, the purchase price and the Purchase Date;
(3) that any Note not tendered or accepted for payment shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(5) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date;
(6) that Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the Business Day preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to have the Note purchased;
(7) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a PRO RATA pro rata basis (with such adjustments as may be deemed to be appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. On or before 12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued interest thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO RATA basis to the extent necessary, an aggregate principal amount equal to the Offer Amount of Notes and other notes (in accordance with the terms of Section 4.17 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and such other notes or portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, depositary or Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price with respect to the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate and mail or deliver such new Note, to such Holder, equal in principal amount to any unpurchased portion of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale Offer shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation the results of the Asset Sale Offer on the Purchase Date. The Asset Sale Offer shall be made by the Company in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act and the rules thereunder, to the extent applicable, and all other applicable federal and state securities laws. Each purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof to the extent applicable. In the event the amount of Excess Proceeds to be applied to an Asset Sale Offer would result in the purchase of a principal amount of Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund to the Company the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
