Cancellation; Repurchase Sample Clauses
The 'Cancellation; Repurchase' clause defines the terms under which a party may cancel a transaction or agreement and, if applicable, repurchase goods, services, or assets previously transferred. Typically, this clause outlines the conditions that must be met for cancellation, such as notice requirements or specific events, and details the process for repurchasing, including pricing, timing, and any associated fees. Its core function is to provide a clear mechanism for unwinding a transaction, thereby managing risk and ensuring both parties understand their rights and obligations if circumstances change.
Cancellation; Repurchase. Subject to Section 4.10, the Company shall cause all Securities surrendered for the purpose of payment, repurchase, redemption, registration of transfer or exchange or conversion, if surrendered to any Person other than the Trustee (including any of the Company’s Agents, Subsidiaries or Affiliates), to be delivered to the Trustee for cancellation. Subject to Section 4.10, the Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee or its agent any Securities surrendered to them for registration of transfer or exchange, redemption, payment or conversion. Subject to Section 4.10, the Trustee shall promptly cancel, in accordance with its standard procedures, all Securities surrendered for the purpose of payment, repurchase, registration of transfer or exchange, conversion or cancellation and shall dispose of cancelled Securities (subject to the record retention requirements of the Exchange Act), in accordance with its standard procedures, and, except for Securities surrendered for transfer or exchange, no Securities shall be authenticated in exchange thereof except as expressly permitted by any of the provisions of this Indenture. The Company may not hold or resell such Securities or issue new Securities to replace Securities that it has purchased or otherwise acquired or that have been delivered to the Trustee for cancellation. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Securities are surrendered to the Company), repurchase Securities in the open market, by public or private tender or exchange offer, by private agreement through counterparties or otherwise, whether by the Company or its Subsidiaries, including by cash-settled swaps or other derivatives and, in each case, at any price. The Company shall cause any Securities so purchased (other than Securities repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with this Section 2.12, and they shall no longer be considered outstanding under this Indenture upon their repurchase.
Cancellation; Repurchase. The Issuer at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Subject to Section 2.7, the Issuer may not issue new Notes to replace Notes that it has redeemed, repurchased or paid or that have been delivered to the Trustee for cancellation. Any Notes held by the Issuer or any of its Affiliates shall be disregarded for voting purposes in connection with any notice, waiver, consent, direction, amendment, modification or other change to this Indenture requiring the vote or concurrence of Holders. Any Notes purchased or redeemed by the Issuer or any of its Affiliates shall be delivered to the Trustee for cancellation in accordance with the terms hereof. All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and certification of their disposal delivered to the Issuer upon its written request therefor.