Change of Control Offer to Purchase Sample Clauses

Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Mxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Closing Date, Time and Location: March 17, 2008 at 10:00 a.m. at Dxxxx Xxxx & Wxxxxxxx 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Address for Notices to Representatives: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Attention: LCD-IBD J.X. Xxxxxx Securities Inc. 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: High Grade Syndicate Desk - 8th floor Fax No: (000) 000-0000 Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel SCHEDULE II Aggregate Principal Amount of 5.200% Underwriters Notes due 2015 Credit Suisse Securities (USA) LLC 187,500,000 J.X. Xxxxxx Securities Inc. 187,500,000 Mxxxxx Sxxxxxx & Co. Incorporated 187,500,000 Barclays Capital Inc. 54,375, 000 Gxxxxxx, Sachs & Co. 54,375,000 Citigroup Global Markets Inc. 11,250,000 Mitsubishi UFJ Securities International plc 11,250,000 Calyon Securities (USA) Inc. 11,250,000 Wxxxx Fargo Securities, LLC 11,250,000 Banc of America Securities LLC 11,250,000 CastleOak Securities, L.P. 11,250,000 The Wxxxxxxx Capital Group, L.P. 11,250,000 Total: $ 750,000,000 SCHEDULE III Free Writing Prospectuses Final Term Sheet (attached as Exhibit A hereto) EXHIBIT A TO SCHEDULE III General Mxxxx, Inc. $750,000,000 5.200% Notes due 2015 Pricing Term Sheet Issuer: General Mxxxx, Inc. Size: $750,000,000 Maturity: March 17, 2015 Coupon: 5.200% Price to Public: 99.774% Yield to maturity: 5.239% Spread to Benchmark Treasury: +240 basis points Benchmark Treasury: UST 4.000% due February 15, 2015 Benchmark Treasury Yield: 2.839% Interest Payment Dates: March 17 and September 17, commencing September 17, 2008 Day Count Convention: 30/360 Redemption Provisions: Make-whole call: At any time at a discount rate of U.S. Treasury plus 40 basis points Change of Control Offer to Purchase: If a change of control triggering event occurs, unless General Mxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing: March 12, 2008 Settlement: March 17, 2008 Use o...
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Change of Control Offer to Purchase. (a) If a Change of Control Triggering Event occurs, Holders of the Notes may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such Notes, to, but excluding, the purchase date (unless a notice of redemption has been delivered within 30 days after such Change of Control Triggering Event stating that all of the Notes will be redeemed as described above). The Company shall be required to deliver to Holders of the Notes a notice describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the Notes. The notice must be delivered within 30 days after any Change of Control Triggering Event, and the repurchase must occur no earlier than 30 days and no later than 60 days after the date the notice is delivered.
Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change of Control Repurchase Event, it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date Denominations: €100,000 and integral multiples of €1,000 in excess thereof ISIN/ CUSIP: XS2343510520 / 487836 BY3 Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Xxxxxx Xxxxxxx & Co. International plc Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch U.S. Bancorp Investments, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. It is expected that delivery of the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisors. The issuer has filed a regist...
Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing Date: October 14, 2014 Settlement Date: T+5; October 21, 2014 We expect to deliver the notes against payment for the notes on the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BU7/ US370334BU72 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC • Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322, or Credit Suisse Securities (USA) LLC, toll-free at 1-800-221-1037. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, Inc. on October 14, 2014 relating to its Prospectus dated February 22, 2012. 5 EXHIBIT B TO SCHEDULE III Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-179621 General Xxxxx, Inc. $500,000,000 2.200% Notes due 2019 Pricing...
Change of Control Offer to Purchase. Upon a Change of Control Triggering Event, the Company shall be required to make an offer to purchase the Notes on the terms set forth in the Third Supplemental Indenture.
Change of Control Offer to Purchase. Upon the occurrence of a change of control triggering event, the Issuer will be required to make an offer to purchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including, the date of repurchase. ISIN: XS2345035963 Denominations: €100,000 and integral multiples of €1,000 in excess thereof Joint Book-Running Managers: BNP Paribas Xxxxxxx Xxxxx & Co. LLC HSBC Continental Europe BofA Securities Europe SA Citigroup Global Markets Europe AG Crédit Agricole Corporate and Investment Bank X.X. Xxxxxx AG Société Générale Senior Co-Managers: MUFG Securities (Europe) N.V. PNC Capital Markets LLC Scotiabank Europe plc TD Global Finance unlimited company Truist Securities, Inc. U.S. Bancorp Investments, Inc. Co-Managers: Citizens Capital Markets, Inc. Huntington Securities, Inc. Xxxxxx Xxxxxxx Europe XX Xxxxx Fargo Securities Europe S.A. Stabilization: BNP Paribas * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. **It is expected that delivery of the Notes will be made against payment therefor on June 3, 2021, which is the fifth Euroclear / Clearstream business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing should consult their own advisors. The Issuer and the Parent Guarantor have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer and the Parent Guarantor have filed with the SEC for more complete information about the Issuer, the Parent Guarantor and the offering. You should rely on the prospectus, prospectus supplement and any relevant free writing ...
Change of Control Offer to Purchase. The Company shall make a Change of Control Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this covenant in the event that (i) prior to the requirement to commence the Change of Control Offer to Purchase the Company has given the notice to exercise its right to redeem all the Notes under the terms described in Section 3.07 and redeemed the Notes in accordance with such notice or (ii) a third party makes the Change of Control Offer to Purchase in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer to Purchase made by the Company and purchases all Notes properly tendered and not withdrawn under the offer. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the Notes pursuant to a Change of Control Offer to Purchase under this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of such compliance.
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Change of Control Offer to Purchase. Upon a Change of Control Triggering Event, the Company shall be required to make an offer to purchase the Notes on the terms set forth in the Sixth Supplemental Indenture.
Change of Control Offer to Purchase. If a change of control triggering event occurs, unless General Xxxxx has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. Pricing: January 28, 2013 Settlement: T+3; January 31, 2013 Denominations: $2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: 370334 BP8 / US370334BP87 Joint Book-Running Managers: Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037, Deutsche Bank Securities Inc., toll-free at 1-800-503-4611 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000.
Change of Control Offer to Purchase. Upon the occurrence of a Change of Control (as defined in the Indenture) unless the Company gives notice of redemption, it shall be obligated to offer to purchase all of that Holder’s Securities at a price equal to 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. SCHEDULE C List of Subsidiaries Name of Subsidiary Jurisdiction of Organization 4186524 Canada Inc. Canada BRP Nova Scotia ULC Nova Scotia Bombardier Motor Corporation of America Delaware BRP (USA) Inc. Delaware BRP Holding LP Delaware BRP LLC Delaware BRP (Barbados) Inc. Barbados BRP (Luxembourg) 1 S.ar.1. Luxembourg BRP (Luxembourg) 2 S.ar.1. Luxembourg BRP (Luxembourg) 3 S.ar.1. Luxembourg BRP (Luxembourg) 4 S.ar.1. Luxembourg BRP (Luxembourg) 5 S.ar.1. Luxembourg Bombardier Recreational Products Australia Pty Ltd. Australia Bombardier Recreational Products Japan Co. Ltd. Japan Bombardier (Mexico) S.A. de C.V. Mexico Sonis Beiteiligungsverwaltungs GmbH Austria Bombardier - Rotax Management GmbH Austria Bombardier - Rotax Management GmbH & Co. KG Austria BRP Finland Oy Finland Sch C-1 Name of Subsidiary Jurisdiction of Organization Bombardier Nordtrac Oy Finland Bombardier Nordtrac A.S. Norway Bombardier Nordtrac Aktielbolag Sweden Bombardier Recreational Products Europe NV Belgium Bombardier Recreational Products Motores DA Amazonia Ltda Brazil Bombardier Recreational Products Brazil Ltda Brazil Bombardier Recreational Products Asia Ltd. Hong Kong 4145321 Canada Inc. Canada SCHEDULE D List of Guarantors Name of Guarantor Jurisdiction of Organization 4186524 Canada Inc. Canada BRP Nova Scotia ULC Nova Scotia Bombardier Motor Corporation of America Delaware BRP (USA) Inc. Delaware BRP Holding LP Delaware BRP LLC Delaware BRP (Barbados) Inc. Barbados BRP (Luxembourg) 1 S.ar.1. Luxembourg BRP (Luxembourg) 2 S.ar.1. Luxembourg BRP (Luxembourg) 3 S.ar.1. Luxembourg BRP (Luxembourg) 4 S.ar.1. Luxembourg BRP (Luxembourg) 5 S.ar.1. Luxembourg 4145321 Canada Inc. Canada
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