Common use of Certain Corporate Events Clause in Contracts

Certain Corporate Events. (A) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Issuer to repurchase the Notes pursuant to Section 8.01(a) in connection with such transaction or event, all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the second Scheduled Trading Day preceding the Fundamental Change Repurchase Date (in the case of transaction constituting a Fundamental Change) or the 35th Trading Day following the effective date of such transaction (in the case of a transaction that constitutes a Make-Whole Fundamental Change that is not also a Fundamental Change). (B) If the Guarantor is a party to (x) a consolidation, merger, binding share exchange or scheme of arrangement pursuant to which the Ordinary Shares would be exchanged into cash, securities or other assets or (y) a sale, lease or other transfer of the consolidated assets of the Guarantor and its subsidiaries, substantially as an entirety, to another Person (other than to one or more of its direct or indirect Wholly Owned Subsidiaries), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the 35th Business Day after the effective date of such transaction. The Issuer shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) as promptly as practicable following the date on which the Issuer publicly announces such transaction, but in no event later than the third Business Day immediately following the effective date of such transaction.

Appears in 2 contracts

Samples: Indenture (Jazz Pharmaceuticals PLC), Indenture (Jazz Pharmaceuticals PLC)

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Certain Corporate Events. (A) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Issuer to repurchase the Notes pursuant to Section 8.01(a) in connection with such transaction or event, all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the second Scheduled Trading Day preceding the Fundamental Change Repurchase Date (in the case of transaction constituting a Fundamental Change) or the 35th Trading Day following the effective date of such transaction (in the case of a transaction that constitutes a Make-Whole Fundamental Change that is not also a Fundamental Change). (B) If the Guarantor is a party to (x) a consolidation, merger, binding share exchange or scheme of arrangement pursuant to which the Ordinary Shares would be exchanged into cash, securities or other assets or (y) a sale, lease or other transfer of the consolidated assets of the Guarantor and its subsidiaries, substantially as an entirety, to another Person (other than to one or more of its direct or indirect Wholly Owned SubsidiariesSubsidiaries prior to the Close of Business on the Business Day immediately preceding December 15, 2021), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the 35th Business Trading Day after the effective date of such transaction (or, if later, until 35 Trading Days after notice of the effective date of such transaction is given following the occurrence of such transaction). The Issuer shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) as promptly as practicable following the date on which the Issuer publicly announces such transaction, but in no event later than the third Business Day immediately following the effective date of such transaction.

Appears in 1 contract

Samples: Indenture (Horizon Pharma PLC)

Certain Corporate Events. (A) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Issuer to repurchase the Notes pursuant to Section 8.01(a) in connection with such transaction or event, all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the second Scheduled Trading Day preceding the Fundamental Change Repurchase Date (in the case of transaction constituting a Fundamental Change) or the 35th Trading Day following the effective date of such transaction (in the case of a transaction that constitutes a Make-Whole Fundamental Change that is not also a Fundamental Change). (B) If the Guarantor Parent is a party to (x) a consolidation, merger, merger or binding share exchange or scheme of arrangement pursuant to which the Ordinary Common Shares would be exchanged into cash, securities or other assets or (y) a sale, lease or other transfer of the consolidated assets of the Guarantor Parent and its subsidiaries, substantially as an entirety, to another Person (other than to one or more of its direct or indirect Wholly Owned Subsidiaries), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the 35th Business Day after the effective date of such transaction. The Issuer shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) as promptly as practicable following the date on which the Issuer publicly announces such transaction, but in no event later than the third second Business Day immediately following the effective date of such transaction. If the Issuer does not provide such notice by the second Business Day immediately following the Effective Date, then the last day on which the Notes are exchangeable will be extended by the number of Business Days from, and including, the second Business Day immediately following the Effective Date to, but excluding, the date that the Issuer provides such notice.

Appears in 1 contract

Samples: Indenture (Atlas Corp.)

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Certain Corporate Events. (A) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Issuer to repurchase the Notes pursuant to Section 8.01(a) in connection with such transaction or event, all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the second Scheduled Trading Day preceding the Fundamental Change Repurchase Date (in the case of transaction constituting a Fundamental Change) or the 35th Trading Day following the effective date of such transaction (in the case of a transaction that constitutes a Make-Whole Fundamental Change that is not also a Fundamental Change). (B) If the Guarantor is a party to (x) a consolidation, merger, binding share exchange or scheme of arrangement pursuant to which the Ordinary Shares would be exchanged into cash, securities or other assets or (y) a sale, lease or other transfer of the consolidated assets of the Guarantor and its subsidiaries, substantially as an entirety, to another Person (other than to one or more of its direct or indirect Wholly Owned Subsidiaries), all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the effective date of such transaction and ending on the 35th Business Day after the effective date of such transaction. The Issuer shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) as promptly as practicable following the date on which the Issuer publicly announces such transaction, but in no event later than the third Business Day immediately following the effective date of such transaction.

Appears in 1 contract

Samples: Indenture (Jazz Pharmaceuticals PLC)

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