CHANGE IN CONTROL OFFER. The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of Default, within 20 Business Days of the occurrence of an Event of Default arising from a Change in Control Triggering Event, (i) the Company shall notify the Trustee in writing of the occurrence of the Change in Control Triggering Event and shall make an offer to purchase (the “Change in Control Offer”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change in Control Purchase Date (as hereinafter defined) (the “Change in Control Purchase Price”) on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) the Trustee shall mail a copy of the Change in Control Offer to each Holder and (iii) the Company shall cause a notice of the Change in Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The Change in Control Offer shall remain open from the time such offer is made until the Change in Control Purchase Date. The Trustee shall be under no obligation to ascertain the occurrence of a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt of a Change in Control Offer from the Company. The Trustee may conclusively assume, in the absence of receipt of a Change in Control Offer from the Company, that no Change in Control Triggering Event has occurred. The Change in Control Offer shall include a form of Change in Control Purchase Notice to be completed by the Holder and shall state:
CHANGE IN CONTROL OFFER. (i) Upon the occurrence of a Change in Control, each Holder shall have the right to require the Issuer to redeem, repurchase or repay all or any part of such Holder’s Notes (and the Issuer shall have the obligation to so redeem, repurchase and repay such Notes) in accordance with this Section 3.04(f).
(ii) Upon the occurrence of a Change in Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or repay the Notes in accordance with this Section 3.04(f)(ii) (and have as of the date of such Change in Control made such redemption, repurchase or repayment in accordance with the terms of the applicable Change in Control Offer), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change in Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder in accordance with Section 12.01 of the following (such notification, a “Change in Control Offer”):
(A) that a Change in Control has occurred and that such Holder has the right to require the Issuer to jointly and severally redeem, repurchase or repay such Holder’s Notes in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest through the repayment date plus the Change in Control Premium plus any other Obligations then outstanding (the “Change in Control Redemption Amount” and such amount in the aggregate for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 3.04(f), the “Aggregate Change in Control Redemption Amount”));
(B) the circumstances and relevant facts and financial information regarding such Change in Control;
(C) the redemption, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor any later than twenty (20) Business Days from the date on which the Agent is notified under Section 3.04(f)(ii)) (the “Change in Control Redemption Date”);
(D) that unless the Issuer defaults in making the payment, all Notes accepted for redemption, repurchase or repayment pursuant to the Change in Control Offer will cease to accrue interest on the Change in Control Redemption Date;
(E) that Holders will be required to notify the Agent of their election in accordance with Section 3.04(f)(iii) below prior to the close of business on the third Business Day preceding the Change in Control Redemption Date;
(F) that the Holders whose Notes are being redeemed, repurchased or prepaid o...
CHANGE IN CONTROL OFFER. If any Third Party Offer is made that, if ----------------------- consummated, would result in a TCI Change in Control, and the transaction represented by the Third Party Offer has been approved by TCI's Board of Directors, the purchase price payable by Xxxxxx for Offered Shares, to the extent Xxxxxx exercises his right of first refusal set forth in this Article III, must be paid in cash and not in Series A Shares. The preceding sentence will not preclude TCI, if it exercises its right of first refusal to purchase all or part of the Offered Shares that Xxxxxx does not elect to purchase, from paying the purchase price therefor in cash or Series A Shares, as it may elect.
CHANGE IN CONTROL OFFER. Following the Merger, Parent shall cause the Company to comply with Section 3.10 (“Change of Control”) of the Note Indenture and Section 4.1 (“Merger and Consolidation”) of the Note Indenture.
CHANGE IN CONTROL OFFER. If a Change in Control occurs, each Holder ----------------------- shall have the right to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, for cash at a price equal to 101% of the principal amount of such Securities to be repurchased, plus any accrued and unpaid interest, if any, to the Repurchase Date. Within 30 days after the occurrence of a Change in Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change in Control repurchase right as required by the Indenture. A Holder may tender or refrain from tendering all or any portion of his or her Securities at his or her discretion by completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE" appearing on this Security and delivering such form, together with the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company, to the Trustee within 30 days after receipt of the Company Notice. Any portion of Securities tendered must be in integral multiples of $1,000.
CHANGE IN CONTROL OFFER. If a Change in Control occurs, each Holder of Securities shall have the right, at such Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, for cash at a price equal to the lesser of (i) the applicable Optional Redemption Price then in effect or (ii) 101% of the principal amount of such Securities to be repurchased, together with accrued and unpaid interest, if any, to the Repurchase Date. Within 30 days after the occurrence of a Change in Control, the Company shall mail a
CHANGE IN CONTROL OFFER. 17 Change in Control Purchase Date . . . . . . . . . . . . . . . . . 17 Change in Control Purchase Notice . . . . . . . . . . . . . . . . 18
CHANGE IN CONTROL OFFER. The Company shall make a Change of Control Offer under this Section 5.2 within 30 Banking Days following the occurrence of the Change of Control transaction and shall keep such Change of Control Offer open until the close of business on the Banking Day preceding the date on which the Change of Control purchase is to be consummated (the “Change of Control Repurchase Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such Change of Control Offer was made, except to the extent that a longer period is required by applicable law (the “Change of Control Offer Period”).
CHANGE IN CONTROL OFFER. 54 ARTICLE SIX THE TRUSTEE SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES................................................................. 57
CHANGE IN CONTROL OFFER. Upon a Change in Control, any Holder of Notes will have the right to cause the Issuer to repurchase all or any part of the Notes of such Holder at a repurchase price equal to 100% of the principal amount thereof as of the date of repurchase, plus accrued and unpaid interest, if any, to the date of repurchase as provided in, and subject to the terms and conditions of, the Indenture, including the right of Holders of a majority in aggregate principal amount of Notes outstanding at the time of such Change in Control to waive or modify the Issuer's obligations with respect to the Change in Control Offer.
