Change of Control Notice. The Change of Control Notice shall include the form of Option to Elect Purchase Upon a Change of Control Notice set forth as part of Exhibit A hereto (a "Change of Control Purchase Notice") to be completed by the Holder and shall state: (1) the date of such Change of Control and, briefly, the events causing such Change of Control; (2) that a Change of Control Purchase Notice must be given during the Change of Control Purchase Period; (3) the anticipated Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the Holder's right to require the Company to purchase the Notes; (6) the name and address of each Paying Agent and that the Notes must be surrendered to the Paying Agent to collect payment; (7) the procedures that the Holder must follow to exercise rights under this Section 3.8; (8) the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal; (9) that, unless the Company defaults in making payment of the Change of Control Purchase Price, Notes covered by any Change of Control Purchase Notice will cease to be outstanding and interest will cease to accrue on and after the Change of Control Purchase Date; and (10) the CUSIP number of the Notes, if any. If any of the Notes is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Notes.
Appears in 3 contracts
Samples: Indenture (Clearwire Corp), Indenture (Clearwire Corp), Indenture (Clearwire Corp)
Change of Control Notice. The Unless the Company shall theretofore have called for redemption all of the Notes pursuant to this Indenture, within 20 days after a Change of Control Notice has occurred (or, in the case of a Change of Control referred to in clause (c) of the definition thereof, 20 days after the Company has notice of such event), the Company or, at the option of the Company, the Trustee (in the name and at the expense of the Company) shall include mail, by first-class mail, postage prepaid, to the form Trustee and each Holder of Option to Elect Purchase Upon Notes a Change of Control Notice set forth as part (provided that the running of Exhibit A hereto (a "such 20-day period shall be suspended during any period when the delivery of the Change of Control Purchase Notice") to be completed Notice is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being employed by the Holder Company to effect such purchase, so long as the Company has used and continues to use its best efforts to make and conclude promptly such purchase). Such Change of Control Notice shall state:
(1) the date of circumstances and relevant facts regarding such Change of Control andwhich the Company in good faith believes will enable Holders to make an informed decision (which at a minimum will include information with respect to pro forma historical income, brieflycash flow and capitalization, each after giving effect to such Change of Control), the events event causing such Change of Control (specifying such event) and the date of such Change of Control;
(2) that a Change of Control the Purchase Notice must be given during the Change of Control Purchase PeriodDate;
(3) the anticipated Change of Control Purchase Datepurchase price for the Notes;
(4) the Change of Control Purchase Price;
(5) the Holder's that Holders who want to exercise their right to require cause Notes to be purchased by the Company on the Purchase Date must deliver to purchase the Notes;
Company (6) the name and address of each Paying Agent and that the Notes must be surrendered to or the Paying Agent to collect payment;
(7) the procedures that the Holder must follow to exercise rights under this Section 3.8;
(8) the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal;
(9) that, unless designated by the Company defaults for such purpose in making payment such notice) prior to the close of business five Business Days prior to the Change of Control Purchase Price, Notes covered by any Change of Control Purchase Notice will cease to be outstanding and interest will cease to accrue on and after Date an exercise notice satisfying the Change of Control Purchase Date; and
(10) the CUSIP number of the Notes, if any. If any of requirements described in the Notes is and in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Notes.Section 1503 (a
Appears in 1 contract
Samples: Indenture (Bec Group Inc)