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:
Appears in 5 contracts
Samples: Thirteenth Supplemental Indenture (Rogers Communications Inc), Twelfth Supplemental Indenture (Rogers Communications Inc), Tenth Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 404 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 404, a portion of a Note if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 404 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 404. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 404(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 601 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also 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 also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 404; provided, however, that any such third party shall be subject to Section 907 of the Indenture in respect of any amounts paid by such third party hereunder (for this purpose, Section 907 of the Indenture is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 907 of the Indenture (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 5 contracts
Samples: Seventh Supplemental Indenture (Rogers Communications Inc), Supplemental Indenture (Rogers Communications Inc), Fifth Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) 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 Jxxxx 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 404 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 404, a portion of a Note if the principal amount of such portion is Cdn$1,000 or an integral multiple of Cdn$1,000. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 404 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 404. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 404(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 601 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also 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 also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 404.
Appears in 4 contracts
Samples: Supplemental Indenture (Rogers Communications Inc), Fifth Supplemental Indenture (Rogers Communications Inc), Fourth Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 404 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 404, a portion of a Note if the principal amount of such portion is Cdn$1,000 or an integral multiple of Cdn$1,000. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 404 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 404. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 404(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 601 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also 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 also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 404.
Appears in 4 contracts
Samples: Supplemental Indenture (Rogers Communications Inc), Eighth Supplemental Indenture (Rogers Communications Inc), Ninth Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) The Notes may not be accelerated pursuant to Section 402 502 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 404504. 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 deliver 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 WireWire or Cision Canada) 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 504 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 504 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or any integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 504 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 504, a portion of a Note if the principal amount of such portion is Cdn$1,000 or any integral multiple thereof. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 504 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 504. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 504(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 701 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also not be accelerated pursuant to Section 502 hereof following an Event of Default arising from a Change in Control Triggering Event and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 504.
Appears in 4 contracts
Samples: Supplemental Indenture (Rogers Communications Inc), Nineteenth Supplemental Indenture (Rogers Communications Inc), Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1013 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1013 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1013 (as modified) or if the Company satisfies the third party's obligations under such Section. ARTICLE SIX
Appears in 3 contracts
Samples: Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc)
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 deliver 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 WireWire or Cision Canada) 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:
Appears in 2 contracts
Samples: Supplemental Indenture (Rogers Communications Inc), Nineteenth Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. The Notes may not be accelerated pursuant to Section 402 hereof following an Event of Default arising from To the extent a Change in Control Triggering Event and such Event of Default occurs, the Borrower 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 promptly make an offer to purchase prepay the Loans (a “Change in Control Offer”). Such repayment of the Loans shall be accompanied by accrued and unpaid interest on the amount repaid and any Prepayment Premium, if applicable. No later than 30 days following any Change in Control, except to the extent the Borrower has elected to prepay the Loans in full accordance with Section 2.06(a), the Borrower will send a notice (the “Change in Control OfferNotice”) all outstanding Notes properly tendered at a purchase price equal to 101% of the principal amount thereof Change in Control to the Administrative Agent, which the Administrative Agent shall promptly deliver to each Lender. The Change in Control Notice shall (i) state that a Change in Control has occurred, and that the Borrower is offering to repay such Lender’s Loans with any Prepayment Premium, plus any accrued and unpaid interest thereon to the repayment date; (ii) state the relevant circumstances and facts, in reasonable detail, regarding such Change in Control Purchase Date Control, including basic identifying information of any direct owners of Equity Interests of Holdings (as hereinafter definedother than the Permitted Holders) following such Change in Control; (iii) state the repayment date (which shall be no later than 60 days and no earlier than 15 days from the date on which the Administrative Agent is notified) (the “Change in Control Purchase PricePayment Date”); (iv) state that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Change in Control Offer will cease to accrue interest on the date Change in Control Payment Date; (v) state that is 40 Lenders electing to have any Loans repaid pursuant to a Change in Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) state that Lenders will be entitled to withdraw their election to require the Borrower to repay such Loans; provided that the Administrative Agent receives, not later than two Business Days after before the occurrence Change in Control Payment Date, an e-mail or other written notification setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; and (vii) provide the other instructions determined by the Borrower or as reasonably requested by the Required Lenders, consistent with this clause (f), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If
(1) the notice is delivered in a manner herein provided and (2) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the repayment of the Loans as to all other Lenders that properly received such notice without defect.
(i) On or before the Change in Control Payment Date, the Borrower will prepay all Loans or portions of Loans properly tendered and not withdrawn pursuant to the Change in Control Offer in an amount equal to the aggregate principal amount of such Loans plus the Prepayment Premium (if any), plus accrued and unpaid interest (if any) to the repayment date.
(ii) A Change in Control Offer may be made in advance of a Change in Control, and conditioned upon such Change in Control, if a definitive agreement is in place for the Change in Control at the time of making of the Change in Control Triggering Event Offer.
(the “iii) The Borrower will not be required to make a Change in Control Purchase Date”), (ii) the Trustee shall mail Offer upon a copy of Change in Control if a third party makes the Change in Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement and repays all Loans properly elected to each Holder be repaid and (iii) the Company shall cause a notice of the not withdrawn under such 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:Offer.
Appears in 2 contracts
Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)
CHANGE IN CONTROL OFFER. (a) 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 404 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 404, a portion of a Note if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 404 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 404. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 404(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 601 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also 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 also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 404; provided, however, that any such third party shall be subject to Section 907 of the Indenture in respect of any amounts paid by such third party hereunder (for this purpose, Section 907 of the Indenture is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 907 of the Indenture (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Rogers Communications Inc), First Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1014 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1014 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1014 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1021 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1021 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1021 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Jones News Service or similar business news service in the United Unxxxx States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1014 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1014 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1014 (as modified) or if the Company satisfies the third party's obligations under such Section. ARTICLE SIX THE TRUSTEE
Appears in 1 contract
Samples: Indenture (Rogers Cable Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Jones News Service or similar business news service in the United Unxxxx States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1021 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1021 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1021 (as modified) or if the Company satisfies the third party's obligations under such Section.
Appears in 1 contract
Samples: Indenture (Rogers Cable Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(i) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(i), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(i) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1010 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1010 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1010 (as modified) or if the Company satisfies the third party's obligations under such Section. ARTICLE SIX
Appears in 1 contract
Samples: Indenture (Rogers Wireless Inc)
CHANGE IN CONTROL OFFER. (a) 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given;
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating: (i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer; (ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and (iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture. The delivery of such Note (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 404 only if the Note so delivered to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 404, a portion of a Note if the principal amount of such portion is Cdn$1,000 or an integral multiple of Cdn$1,000. Provisions of the Indenture that apply to the purchase of all of a Note also apply to the purchase of a portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 404 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Note by the Holder to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in the manner required by this Section 404. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 902 of the Indenture, the Change in Control Purchase Notice contemplated by this Section 404(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 902 of the Indenture in accordance with Section 601 hereof. The Paying Agent or the office or agency referred to in Section 902 of the Indenture shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Notes may also 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 also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 404.
Appears in 1 contract
Samples: Second Supplemental Indenture (Rogers Communications Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Jones News Service or similar business news service in the United Unxxxx States and CNW Group Ltd. (Canada News Wire) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1012 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1012 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1012 (as modified) or if the Company satisfies the third party's obligations under such Section. ARTICLE SIX
Appears in 1 contract
Samples: Indenture (Rogers Wireless Inc)
CHANGE IN CONTROL OFFER. (a) The Notes may Company shall, not be accelerated pursuant less than 15 Business Days (or such fewer number of Business Days as is commercially reasonable in the event that 15 Business Days is not reasonably practicable) prior to Section 402 hereof following an Event of Default arising from a any Change in Control Triggering Event and such Event of Default shall be cured if reasonably anticipated by the Company complies in all material respects with the provisions of this Section 404. If the Company elects to cure such Event of DefaultCompany, within 20 Business Days of the occurrence of an Event of Default arising from a offer (“Change in Control Triggering EventPurchase Offer”) to purchase, (i) the Company shall notify the Trustee in writing of the occurrence of conditional on the Change in Control Triggering Event and shall make an offer to purchase (occurring, the “Change in Control Offer”) all outstanding Notes properly tendered entire principal amount of this Note for cash 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 equal to 100% of the principal amount of this Note plus accrued and unpaid interest to the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event (the “Change in Control Purchase Date”), (ii) ; provided that the Trustee Company shall mail a copy of not be required to make any offer pursuant to this Section 7 if the Change in Control Offer is deemed to each Holder and have occurred as a result of the acquisition by Pxxxxx Dodge or its Affiliates of any beneficial interest in any securities of the Company or the consummation of any event set forth in clause (iii) of the definition of Change in Control involving Pxxxxx Dodge or any of its Affiliates.
(b) Unless the Company shall cause have theretofore called this Note for redemption, at the time the Company is required under Section 7(a) to offer to purchase the Note, the Company shall deliver a notice of (the “Change in Control Purchase Offer to be sent at least once Notice”) to the Dow Xxxxx News Service or similar business news service in Holder, notifying it of the United States and CNW Group Ltd. (Canada News Wire) or a similar news service in Canada. The anticipated Change in Control and of the offer by the Company to purchase this Note arising as a result thereof. Each Change in Control Purchase Offer Notice shall remain open from the time such offer is made until state: (1) the Change in Control Purchase Date. The Trustee shall be under no obligation , (2) the Change in Control Purchase Price, (3) the events expected to ascertain the occurrence of cause a Change in Control Triggering Event or to give notice with respect thereto other than as provided above upon receipt and the date of a such expected Change in Control Offer from Control, and (4) the Company. The Trustee may conclusively assume, in last date on which 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 must be given. No failure of the Company to be completed give the foregoing notice to the Holder and no defect therein shall limit the Company’s obligation to make the Change in Control Purchase Offer or the Holder’s right to accept such offer or affect the validity of the proceedings for the purchase of Notes pursuant thereto. If any of the foregoing provisions or other provisions of this Section are inconsistent with applicable law, such law shall govern.
(c) If such Change in Control Purchase Offer has been accepted by the Holder in whole or in part, the Company shall purchase this Note (or the portion of the principal amount hereof that is equal to $l0,000,000 or an integral multiple thereof if so specified by such Holder in the Change in Control Purchase Notice), on the Change in Control Purchase Date, at the Change in Control Purchase Price, provided, that to the extent an anticipated Change in Control is not deemed to occur on the expected Change in Control Date specified in the Change in Control Purchase Offer Notice, the Company’s obligation to purchase the Note pursuant to the Change in Control Purchase Offer Notice shall be delayed until such time as the Change in Control is deemed to occur. The Holder shall deliver the Note to the Company prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements), such delivery being a condition to receipt by the Holder of the Change in Control Purchase Price therefor. The right of the Holder to convert the Note subject to a Change in Control Purchase Notice shall continue until the Close of Business on the Change in Control Purchase Date, subject to the Company’s right to redeem this Note as provided herein.
(d) The Holder agrees, by its acceptance hereof, that the Change in Control Purchase Offer shall be deemed to have been “accepted” in whole for the purposes of this Section 7 if the Company does not receive, by the Close of Business on the day immediately preceding the Change in Control Purchase Date (or if such day is not a Business Day, the immediately preceding Business Day), notice from the Holder that the Holder rejects (or accepts only in part) the Change in Control Purchase Offer. To accept a Change in Control Purchase Offer only in part or to reject a Change in Control Purchase Offer in whole, the Holder shall deliver to the Company at any time prior to the Close of Business on the day immediately preceding the Change in Control Purchase Date (or if such day is not a Business Day, the immediately preceding Business Day) a notice (the “Change in Control Purchase Notice”) stating, as applicable, that the Holder rejects the Change in Control Purchase Offer in whole, or the portion of the principal amount of this Note which the Holder will deliver to be purchased, which portion must be $10,000,000 or an integral multiple thereof.
(e) In case the Holder of this Note accepts any Change in Control Purchase Offer in part only, on the Change in Control Purchase Date the Company shall execute and shall state:deliver to the Holder a new Note of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to the unconverted portion of the principal amount of such Note. A Change in Control Purchase Offer may be accepted in part, but only if the principal amount of this Note as to which such offer is accepted is any integral multiple of $10,000,000 and the principal amount of this Note to remain outstanding after such conversion is equal to at least $10,000,000.
Appears in 1 contract
Samples: Note Purchase Agreement (Inco LTD)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is Cdn$1,000 or an integral multiple of Cdn$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1013 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1013 is modified by replacing
Appears in 1 contract
Samples: Indenture (Rogers Wireless Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Jxxxx News Service or similar business news service in the United States and CNW Group Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1021 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1021 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1021 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(i) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(i), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(i) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1010 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1010 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1010 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a "Change in Control Purchase Notice") at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1014 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1014 is modified by replacing "Company" with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1014 (as modified) or if the Company satisfies the third party's obligations under such Section.
Appears in 1 contract
Samples: Indenture (Rogers Cable Inc)
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is Cdn$1,000 or an integral multiple of Cdn$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1013 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1013 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1013 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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) Wire Ltd. service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1012 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1012 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1012 (as modified) or if the Company satisfies the third party's obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Jxxxx News Service or similar business news service in the United States and CNW Group Ltd. (Canada News Wire) Wire Limited 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516. a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the manner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1019 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1019 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1019 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) The Notes Securities may not be accelerated pursuant to Section 402 hereof 502 following an Event of Default arising from a Change in Control Triggering Event under Section 501(k) and such Event of Default shall be cured if the Company complies in all material respects with the provisions of this Section 404516. 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 Eventunder Section 501(k), (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 the Securities 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 Canada NewsWire Ltd. (Canada News Wire) service 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:
(1) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(2) that the Change in Control Offer is being made pursuant to this Section 516(a) and that all Securities properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(3) the date by which the Change in Control Purchase Notice pursuant to this Section 516 must be given;
(4) the Change in Control Purchase Date;
(5) the Change in Control Purchase Price;
(6) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 1002;
(7) that Securities must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment;
(8) that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Security as described in clause (7) above;
(9) the procedures the Holder must follow to accept the Change in Control Offer; and
(10) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(1) that such Holder elects to have a Security purchased pursuant to the Change in Control Offer;
(2) the principal amount of the Security that the Holder elects to have purchased by the Company, which amount must be U.S.$1,000 or an integral multiple thereof, and the certificate numbers of the Securities to be delivered by such Holder for purchase by the Company; and
(3) that such Security shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Indenture. The delivery of such Security (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 prior to, on or after the Change in Control Purchase Date shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor; provided that such Change in Control Purchase Price shall be so paid pursuant to this Section 516 only if the Security so delivered to the Paying Agent or to an office or agency referred to in Section 1002 shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 516, a portion of a Security if the principal amount of such portion is U.S.$1,000 or an integral multiple of U.S.$1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of a portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 516 shall be consummated by the delivery by the Company of the consideration to be received by the Holder promptly upon the later of (a) the first Business Day following the Change in Control Purchase Date and (b) the time of delivery of the Security by the Holder to the Paying Agent or to an office or agency referred to in Section 1002 in the mariner required by this Section 516. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent, at the office of the Paying Agent or an office or agency referred to in Section 1002, the Change in Control Purchase Notice contemplated by this Section 516(b) shall have the right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to an office or agency referred to in Section 1002 in accordance with Section 1109. The Paying Agent or the office or agency referred to in Section 1002 shall promptly notify the Company of the receipt by the former of any Change in Control Purchase Notice or written notice of withdrawal thereof.
(c) The Securities may also not be accelerated pursuant to Section 502 following an Event of Default under Section 501(k) and such Event of Default shall also be cured if a third party makes and consummates a Change in Control Offer in the manner and at the times and otherwise in compliance with this Section 516; provided, however, that any such third party shall be subject to Section 1021 in respect of any amounts paid by such third party hereunder (for this purpose, Section 1021 is modified by replacing “Company” with the name of the third party) and such Event of Default shall be cured only if such third party complies with Section 1021 (as modified) or if the Company satisfies the third party’s obligations under such Section.
Appears in 1 contract
CHANGE IN CONTROL OFFER. (a) 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 Jxxxx 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:
(i) the events causing a Change in Control Triggering Event and the date such Change in Control Triggering Event is deemed to have occurred;
(ii) that the Change in Control Offer is being made pursuant to this Section 404 and that all Notes properly tendered pursuant to the Change in Control Offer will be accepted for payment;
(iii) the date by which the Change in Control Purchase Notice pursuant to this Section 404 must be given; Table of Contents
(iv) the Change in Control Purchase Date;
(v) the Change in Control Purchase Price;
(vi) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 902 of the Indenture;
(vii) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture to collect payment;
(viii) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given and not withdrawn will be paid promptly upon the later of the first Business Day following the Change in Control Purchase Date and the time of surrender of such Note as described in clause (vii) above;
(ix) the procedures the Holder must follow to accept the Change in Control Offer; and
(x) the procedures for withdrawing a Change in Control Purchase Notice.
(b) A Holder may accept a Change in Control Offer by delivering to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 902 of the Indenture a written notice (a “Change in Control Purchase Notice”) at any time prior to the close of business on the Change in Control Purchase Date, stating:
(i) that such Holder elects to have a Note purchased pursuant to the Change in Control Offer;
(ii) the principal amount of the Note that the Holder elects to have purchased by the Company, which amount must be Cdn$1,000 or an integral multiple thereof, and the certificate numbers of the Notes to be delivered by such Holder for purchase by the Company; and
(iii) that such Note shall be purchased on the Change in Control Purchase Date pursuant to the terms and conditions specified in this Supplemental Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Rogers Communications Inc)
