Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b). (b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating: (i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed); (iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased; (v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and (vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6. (c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion. (d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 2 contracts
Samples: Note Agreement (Morgan Stanley), Note Agreement (Viatel Holding Bermuda LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Holder Company shall have be obligated to make an offer to purchase (the right to require that the Company repurchase “Change of Control Offer”) all or any part (equal to $1,000 or an integral multiple thereof) of the Note outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "“Change of Control Put Purchase Price"”) (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date Change of repurchase Control Payment Date, in accordance with this Section 10.13.
(subject b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (1) cause a notice of the Change of Control Offer to be sent at least once to the right of Dow Jxxxx News Service or similar business news service in the Holder to receive interest due on the relevant interest payment date if prior United States and (2) send by first-class mail, postage prepaid, to the date Trustee and to each Holder, at the address appearing in the Security Register, a notice stating:
(A) that the Change of repurchase)Control Offer is being made pursuant to this Section 10.13 and that all Notes tendered will be accepted for payment;
(iiB) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”));
(ivC) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(vD) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(E) that Holders accepting the offer to have a Note purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall any Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(F) that Holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes the Holder delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his its election to have such Notes purchased;
(G) that Holders whose Notes are being purchased only in part will be issued new Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Notes surrendered; provided, that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof;
(H) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(I) the name and address of the Paying Agent.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof properly tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Holder Change of Control Purchase Price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided, that each such unpurchased portion.
(d) On new Note shall be issued in an original principal amount in minimum denominations of US$1,000 and integral multiples of US$1,000 in excess thereof. The Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the purchase dateChange of Control Offer in the manner, at the Note, or any portion thereof, purchased time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under this Section 6.1 shall such Change of Control Offer. In addition, notwithstanding anything herein to the contrary, a Change of Control Offer may be cancelledmade in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company also will not be required to make a Change of Control Offer to the extent it has previously or concurrently elected to redeem the Notes, and timely redeemed in full the Company shall pay the purchase price determined Notes in accordance with such election pursuant to Section 6.1(b)(i) to the Holder.
(e) 11.07. The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 10.13, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 10.13 by virtue thereofof such compliance. Notwithstanding The provisions under this Section 10.13 may be waived or modified with the foregoingwritten consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, if the final Conversion Price whose vote shall not have been determined within 60 days be counted) of a majority in aggregate principal amount of the Change of Control, the Conversion Price shall be the Base Conversion PriceNotes.
Appears in 2 contracts
Samples: Indenture (Catalyst Paper Corp), Indenture (Catalyst Paper Corp)
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);; and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 2 contracts
Samples: Note Agreement (Viatel Holding Bermuda LTD), Note Agreement (Viatel Holding Bermuda LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). Within 30 calendar days following any Change of Control, the Company shall mail a notice to each Holder stating:
(1) that the right Change of the Holder Control Offer is being made pursuant to receive interest due on the relevant interest payment date if prior to the date of repurchase)this Section 4.17 and that all Notes tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) . The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly mail to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and mail to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereofthe Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the foregoingcontrary contained herein, if the final Conversion Price shall not have been determined within 60 days a Change of the Control Offer may be made in advance of a Change of Control, conditioned upon the Conversion Price shall be consummation of such Change of Control, if a definitive agreement is in place for the Base Conversion PriceChange of Control at the time the Change of Control Offer is made.
Appears in 2 contracts
Samples: Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (ai) Upon the occurrence of a Change of Control, the Holder each Purchaser shall have the right to require that the Company repurchase Issuer to purchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note such Purchaser’s Notes at a purchase price in cash equal to 101% of the principal amount thereof applicable Redemption Price thereof, plus accrued and unpaid interest thereoninterest, if any, to to, but excluding, the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b)purchase.
(bii) Within five Business Days Prior to or within 30 days following any Change of Control, and if Control the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company Issuer shall mail deliver a notice to the Holder (the "a “Change of Control Offer"”) stating:
to each Purchaser describing (iA) that a Change of Control has occurred or, if the Change of Control Offer is being made in advance of a Change of Control, that a Change of Control is expected to occur, and that the Holder has such Purchaser has, or upon such occurrence will have, the right to require the Company Issuer to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note such Purchaser’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes at the Redemption Price, if applicable, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of repurchase purchase, (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(iiB) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase purchase date (which shall be no earlier than at least 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later but not more than 60 days from after the date such notice is maileddelivered (unless delivered in advance of the occurrence of such Change of Control);
), (ivC) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and (D) any other instructions reasonably determined by the Company, consistent with this Section 6.01, Issuer that the Holder a Purchaser must follow in order to have this Note its Notes purchased;
(v) that . For the Holder has the right to convert this Noteavoidance of doubt, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6may be made in advance of a Change of Control, and conditioned upon such Change of Control.
(ciii) If Notwithstanding the Holder elects to have the Note purchasedprovisions of this Section 2.1(d), the Holder Issuer shall not be required to (1) complete and manually sign make a Change of Control Offer if a third party makes an offer to repurchase the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company Notes at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of Notes at the Note which was delivered for purchase by the Holder Redemption Price, if applicable, plus accrued and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase dateunpaid interest, if any, to, but excluding, the Notedate of purchase, or any portion thereofin the manner, purchased by at the Company under this Section 6.1 shall be cancelledtimes, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Section 14(e) Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such offer. Additionally, the Issuer shall not be required to make a Change of Control Offer if the Exchange Act and any other securities laws or regulations in connection with the repurchase Issuer has previously issued a notice of the Note a full redemption pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require Section 2.7, which may be subject to the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days consummation of the Change of Control.
(iv) The provisions of this Section 2.1(d) relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time with the written consent of the Required Purchasers.
(v) A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Purchaser thereof upon cancellation of the Note. On and after the purchase date, unless the Conversion Price Issuer defaults in payment of the purchase price, interest shall be the Base Conversion Pricecease to accrue on Notes or portions thereof purchased.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the right “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Holder to receive Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest due on the relevant interest payment date if prior to Notes repurchased, to, but excluding, the date of repurchase)purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 15 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is maileddelivered (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder is such Holxxx xx withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) . The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereof. Notwithstanding the foregoing, if Company and purchases all Notes properly tendered and not withdrawn under the final Conversion Price shall not have been determined within 60 days Change of the Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Conversion Price shall Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Base Conversion Priceconsummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "“Change of Control Put Price"”) (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "“Change of Control Offer"”) stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase re- purchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);; and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Change of Control Offer. (a) Upon If a Change of ControlControl Triggering Event occurs with respect to any series of the Notes (other than the 8.30% Notes due 2023, the Holder shall have 7.65% Notes due 2023, the 7.875% Notes due 2027, the 8.30% Step-Down Notes due 2033 and the 6.150% Notes due 2036), unless the Company has exercised its right to require that redeem such Notes, in full, as described in Section 2.14 herein, the Company repurchase all or any part will make an offer to each Holder (equal to $1,000 or an integral multiple thereofthe “Change of Control Offer”) of the Note Notes of such series to repurchase any and all of such Holder’s Notes of such series, at a purchase repurchase price in cash equal to 101% of the aggregate principal amount of the Notes of such series repurchased plus accrued and unpaid interest, thereon to, but excluding, the date of repurchase (the “Change of Control Payment”). Within thirty (30) days following any Change of Control Triggering Event, the Company will mail (or otherwise deliver in accordance with the applicable procedures of the Depository) a notice to Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no less than fifteen (15) days and no more than sixty (60) days from the date such notice is mailed (or otherwise delivered in accordance with the applicable procedures of the Depository) (the “Change of Control Payment Date”), pursuant to the procedures required by the Notes, and described in such notice.
(b) The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section by virtue of such conflicts.
(c) The Company will not be required to offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all Notes properly tendered and not withdrawn under its offer; provided that for all purposes of the Notes and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall be treated as a failure by the Company to comply with its obligations to offer to purchase the Notes unless the Company promptly makes an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest thereoninterest, if any, thereon, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Controlrepurchase, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 thirty (30) days from after the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another third party’s scheduled Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portionPayment Date.
(d) On the purchase dateChange of Control Payment Date, the NoteCompany will, to the extent lawful:
(i) accept or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined cause a third party to accept for payment all Notes properly tendered pursuant to Section 6.1(b)(ithe Change of Control Offer;
(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to the HolderChange of Control Payment in respect of all Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the principal amount of the Notes being purchased.
(e) The Company shall comply, to For the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions purposes of this Note relating to Change of Control OffersSection, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.terms below are defined as follows:
Appears in 1 contract
Samples: Supplemental Indenture (Cigna Corp)
Change of Control Offer. Within 50 days of (ai) Upon the proposed occurrence of a Change of Control, Control or (ii) the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to the Holder purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Security Registrar, a notice stating:
(i1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 50 days from the date such notice is mailedmailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date");
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such holder is withdrawing his election to have such Notes purchased;
(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portion.
new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (d) On prior to, on or after, as the purchase datecase may be, the Notetender of such Notes pursuant to the Change of Control Offer, or any portion thereof, purchased by the Company under holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Section 6.1 shall be cancelled, and Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall pay is required to make a Change of Control Offer, the purchase price determined pursuant to Section 6.1(b)(i) to Company will comply with all applicable tender offer rules including Rule 14e-1 under the Holder.
(e) The Company shall complyExchange Act, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: First Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. (ai) Upon the occurrence of a Change of in Control, the each Holder shall have the right to require that the Company Issuer to redeem, repurchase or repay all or any part of such Holder’s Notes (equal and the Issuer shall have the obligation to $1,000 so redeem, repurchase and repay such Notes) in accordance with this Section 6.2(e).
(ii) Upon the occurrence of a Change of Control, except in the event that the Issuer has already exercised its right to redeem, repurchase or an integral multiple thereofrepay the Notes in accordance with this Section 6.2(e)(ii) (and have as of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "such Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) made such redemption, repurchase or repayment in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "applicable Change of Control Offer") stating:), and whether or not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change of Control notify the Agent in writing (and the Agent shall promptly deliver such notice to each Holder in accordance with Section 18.5 of the following (such notification, a “Change of Control Offer”)):
(iA) that a Change of Control has occurred and that the such Holder has the right to require the Company Issuer to purchase all jointly and severally redeem, repurchase or a portion (repay such Holder’s Notes in an amount equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101100% of the principal amount thereof, plus accrued and unpaid interest to through the repayment date plus the Change of repurchase Control Premium plus any other Obligations then outstanding (subject to the right “Change of Control Redemption Amount” and such amount in the Holder to receive interest due on aggregate for all such Notes (or parts thereof) accepting such offer under and in accordance with this Section 6.2(e), the relevant interest payment date if prior to the date “Aggregate Change of repurchaseControl Redemption Amount”);
(iiB) the circumstances and relevant facts and financial information regarding such Change of in Control;
(iiiC) the redemption, repurchase or repayment date (which shall be no earlier than 30 days ten (or such shorter time period as may be permitted under applicable laws, rules and regulations10) Business Days nor any later than 60 days twenty (20) Business Days from the date such notice on which the Agent is mailednotified under Section 6.2(e)(ii)) (the “Change of Control Redemption Date”);
(ivD) that unless the instructions reasonably determined by Issuer defaults in making the Companypayment, consistent with this Section 6.01all Notes accepted for redemption, that repurchase or repayment pursuant to the Holder must follow Change of Control Offer will cease to accrue interest on the Change in order to have this Note purchasedControl Redemption Date;
(vE) that Holders will be required to notify the Agent of their election in accordance with Section 6.2(e)(iii) below prior to the close of business on the third Business Day preceding the Change of Control Redemption Date;
(F) that the Holders whose Notes are being redeemed, repurchased or prepaid only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered promptly upon the surrender thereof.
(iii) Each Holder has (or its appointee) shall reply to the right Agent, pursuant to convert this Notea writing substantially in the form of Exhibit 4 (the “Change of Control Election Notice”), at indicating that all, part (and, if in part, the then-applicable Conversion Price and including a statement amount) or none of such price Change of Control Offer is accepted, by no later than 5:00 p.m. (New York, New York time) on the third Business Day immediately preceding the Change of Control Redemption Date; provided, however, that any Holder that fails to provide such Change of Control Election Notice in accordance with the terms hereof shall be conclusively deemed to have accepted such Change of Control Offer in full and a description shall not be deemed in violation of any provision hereof on account of such failure.
(iv) On the procedures required pursuant Business Day immediately preceding the Change in Control Redemption Date, the Issuer shall:
(A) deposit with the Agent an amount of cash equal to Article 4 hereof to convert this Notethe Aggregate Change of Control Redemption Amount; and
(viB) if applicable, that deliver or cause to be delivered to the final Conversion Price has not yet been determined, Agent (for the benefit of the Agent and that upon such determination the Company will make another Holders) an officers’ certificate stating the Aggregate Change of Control Offer pursuant Redemption Amount and the Change of Control Redemption Amount for each such Note. On each Change of Control Redemption Date, (x) the Agent will promptly wire transfer to this Article 6.
(c) If the each accepting Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified cash payment in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by Change of Control Redemption Amount corresponding to such Notes and (y) the Holder Issuer will promptly issue and a statement that the Holder is withdrawing his election send or cause to have the Note purchased. The Company will issue be sent to the each Holder a new Note equal in principal amount to any unpurchased portion of any Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after the Change of Control Redemption Date, unless the Issuer defaults in paying the applicable Change of Control Redemption Amount. The Issuer shall have the right, at its election, to make a Change in Control Offer in advance of a Change in Control if a definitive agreement is in place for the Change in Control at the time of making the Change in Control Offer; provided, however, such unpurchased portionChange in Control Offer shall be conditioned upon the occurrence of such Change of Control.
(dv) On the purchase date, the Note, or any portion thereof, purchased The Change of Control Premium due hereunder shall be calculated by the Company Agent and such calculation shall be conclusive and final, absent manifest error. Any mandatory prepayment under this Section 6.1 6.2 shall be cancelled, and the Company shall pay the purchase price determined pursuant to applied as specified in Section 6.1(b)(i) to the Holder6.3.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Note Purchase Agreement (Bellatrix Exploration Ltd.)
Change of Control Offer. (a) Upon Within 30 days of the occurrence of a Change of ControlControl Triggering Event with respect to the Securities, the Holder Company shall have notify the right Trustee in writing of such occurrence and shall make an offer to require that purchase (the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof"Change of Control Offer") of the Note Securities at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if interest(if any, ) to the date of repurchase (the "Change of Control Put Price") Payment Date (as hereinafter defined), subject to the right of holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date) , in accordance with the procedures set forth in this Section 4.08. In the event that at the time of such Change of Control Triggering Event the terms contemplated of the Senior Indebtedness of the Company restrict or prohibit the repurchase of Securities pursuant to this Section, then prior to the mailing of the notice to Holders provided for in Section 6.1(b4.08(b) below but in any event within 30 days following any Change of Control Triggering Event, the Company shall (i) repay in full all such Senior Indebtedness or offer to repay in full all such Senior Indebtedness and repay such Senior Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Senior Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b).
(b) Within five Business Days following any 50 days of the occurrence of a Change of Control, and if Control Triggering Event with respect to the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Securities, the Company also shall mail (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his address appearing in the register of the Securities maintained by the Registrar, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.08 and that all such Securities tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and otherwise subject to the terms and conditions set forth herein;
(2) the Change of Control Purchase Price and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days after the date on which such notice is mailed (the "Change of Control OfferPayment Date") stating:);
(i3) that any such Security not tendered will continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any such Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders accepting the offer to have their Securities purchased pursuant to a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company Offer will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of surrender such notice) and deliver such notice Securities to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was such Securities delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the Note such Securities purchased. The Company ;
(7) that Holders whose Securities are being purchased only in part will issue to the Holder a be issued new Note Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new Security issued shall be in a principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance.
(c) On the Change of Control Payment Date, the Company shall (a) accept for payment the Securities or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate indicating the Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Securities so accepted payment in an amount equal to the purchase price for such Securities, and the Trustee shall promptly authenticate and mail to such holder a new Security equal in principal amount to any unpurchased portionportion of the Securities surrendered; provided that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note Securities pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price4.
Appears in 1 contract
Change of Control Offer. (a) Upon If a Change of ControlControl Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described in Article III, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder shall have the right of Notes to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the Note at a purchase price terms set forth in the Notes. In the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereoninterest, if any, on the Notes repurchased to the date of repurchase (the "“Change of Control Put Price") (subject Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if but after public announcement of the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to Holders of the Holder (Notes describing the "transaction that constitutes or may constitute the Change of Control Offer") stating:
(i) that a Change of Control has occurred Triggering Event and that offering to repurchase the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to Notes on the date of repurchase (subject to specified in the right of the Holder to receive interest due on the relevant interest payment notice, which date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv) . The notice shall, if mailed prior to the instructions reasonably determined by date of consummation of the CompanyChange of Control, consistent with this Section 6.01state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. In order to accept the Change of Control Offer, that the Holder must follow in order deliver to have this Note purchased;
(v) that the Holder has the right to convert this NotePaying Agent, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three five Business Days prior to the purchase date. The Holder shall be Change of Control Payment Date, this Note together with the form entitled to withdraw its election if the Company receives not later than one Business Day prior “Election Form” (which form is annexed as Exhibit D to the purchase date Indenture) duly completed, or a telegram, telex, facsimile transmission or a letter setting forth the name from a member of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Notenational securities exchange, or any portion thereofthe National Association of Securities Dealers, purchased by Inc. or a commercial bank or trust company in the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.United States setting forth:
Appears in 1 contract
Change of Control Offer. (a) Upon In the event that, pursuant to Section 4.07 hereof, the Company shall commence a Change of ControlControl Offer, the Holder Company shall have follow the right to require that procedures in this Section 3.01.
(b) The Change of Control Offer shall remain open for a period specified by the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) which shall be no less than 30 days and no more than 60 days from and including the date of the Note at mailing of notice in accordance with Section 3.01(d) hereof (the "Commencement Date"), except to the extent that a longer period is required by applicable law (the "Tender Period"). On the day (the "Change of Control Payment Date") immediately following the last day of the Tender Period, the Company shall purchase price in cash equal to 101% of the principal amount thereof plus of Securities duly surrendered for repurchase and not withdrawn.
(c) If a Change of Control Payment Date is after a record date and before the related interest payment date, accrued and unpaid interest thereoninterest, if any, to the related interest payment date will be paid to the persons in whose names the Securities are registered at the close of business on such record date, notwithstanding the repurchase (the "of any such Securities on such Change of Control Put Price") (subject Payment Date, and no additional interest, if any, will be payable to the right Noteholders who tender Securities for purchase on such Change of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b)Control Payment Date.
(bd) The Company shall provide the Trustee with written notice of the Change of Control Offer at least 10 Business Days before the Commencement Date.
(e) Within five Business Days 45 days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company or the Trustee (at the request and expense of the Company) shall mail send, by first class mail, a notice to each of the Holder (Noteholders, which shall govern the "terms of the Change of Control Offer") statingOffer and shall state:
(i) that a the Change of Control has occurred Offer is being made pursuant to this Section 3.01 and Section 4.07 hereof and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)Securities validly tendered will be accepted for payment;
(ii) the circumstances and relevant facts and financial information regarding such purchase price (as determined in accordance with Section 4.07 hereof, subject to Section 3.01(c) hereof), the length of time the Change of ControlControl Offer will remain open and the Change of Control Payment Date;
(iii) the repurchase date (which shall be no earlier than 30 days (that any Security or such shorter time period as may be permitted under applicable laws, rules portion thereof not validly tendered or accepted for payment will continue to accrue interest and regulations) nor later than 60 days from the date such notice is mailed)will continue to have conversion rights;
(iv) that, unless the instructions reasonably determined by Company defaults in the Companypayment of the Change of Control Payment, consistent with this Section 6.01, that any Security or portion thereof accepted for payment pursuant to the Holder must follow in order Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date and will cease to have this Note purchasedconversion rights after the Change of Control Payment Date;
(v) that the Holder has the right Noteholders electing to convert this Note, at the then-applicable Conversion Price and including have a statement of such price and a description of the procedures required Security or portion thereof purchased pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another any Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall will be required to (1) complete and manually sign surrender the notice Security, with the form entitled "Option of Noteholder To Elect Purchase", that is set forth in Exhibit A hereto, on the back reverse of this Note (or complete and manually sign the Security completed, to a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days (which shall include an address in the Borough of Manhattan, The City of New York) prior to the purchase date. The Holder shall close of business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Noteholders will be entitled to withdraw its their election if the Company receives a Paying Agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, letter or facsimile transmission or letter setting forth the name of the HolderNoteholder, the principal amount of the Note which was Securities or portion thereof delivered for purchase by the Holder and a statement that the Holder such Noteholder is withdrawing his election to have the Note such Securities or portions thereof purchased. The Company ; and
(vii) that Noteholders whose Securities are being purchased only in part will issue to the Holder a be issued new Note Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1.00 in principal amount or an integral multiple thereof. In addition, the notice shall contain all instructions, other information and materials that the Company shall reasonably deem necessary to enable such unpurchased portionNoteholders to tender Securities pursuant to the Change of Control Offer or to withdraw tendered Securities. In the event that the Company is required by applicable law to extend the Tender Period beyond the Change of Control Payment Date set forth in such notice, the Company will, as promptly as possible, issue a press release and send notice to holders announcing such extension and the new Change of Control Payment Date.
(df) On Prior to 10:00 A.M. (New York City Time) on the purchase dateChange of Control Payment Date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall irrevocably deposit with the Trustee or a Paying Agent in immediately available funds an amount equal to the Change of Control Payment in respect of all Securities or portions thereof validly tendered and not withdrawn, such funds to be held for payment in accordance with the terms of this Section 3.01; provided, however, that, in the event that (i) the Company elects to pay the purchase price determined Change of Control Payment by the delivery of Ordinary Shares in accordance with Section 4.07A hereof and (ii) all of the conditions set forth in Section 4.07A are satisfied, in lieu of deposits with the Change of Control Payment Transfer or Paying Agent in immediately available funds, the Company shall deliver to the Trustee or a Paying Agent certificates evidencing the Ordinary Shares to be delivered in payment of the Change of Control Payment, which certificates shall be in the reserve, and appropriate numbers of shares deliverable to, each holder of Securities or providers hereof validly tendered pursuant to Section 6.1(b)(i) to the Holder.
(e) The Change of Control Order. On the Change of Control Payment Date, the Company shall complyshall, to the extent applicablelawful, (i) accept for payment the Securities or portions thereof validly tendered pursuant to the Change of Control Offer, (ii) deliver or cause to be delivered to the Trustee the Securities so accepted and (iii) deliver to the Trustee an Officers' Certificate identifying the Securities or portions thereof tendered and not withdrawn to the Company and stating that such Securities have been accepted for payment by the Company in accordance with the requirements terms of this Section 14(e3.01. The Paying Agent designated by the Company shall promptly (but in any case not later than five calendar days after the Change of Control Payment Date) mail or deliver to each holder of Securities so accepted for payment an amount (or Ordinary Shares) equal to the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and mail or otherwise deliver to each such Noteholder a new Security equal in principal amount to any unpurchased portion of the Security surrendered; provided that each new Security shall be in a principal amount of $1.00 or an integral multiple thereof. Any Securities not so accepted shall be promptly mailed or otherwise delivered by or on behalf of the Company to the holders thereof. The Company will publicly announce the results of the Change of Control Offer on, or as soon as practicable after, the Change of Control Payment Date.
(g) The Change of Control Offer shall be made by the Company in compliance with all applicable provisions of the Exchange Act and any other securities laws or and regulations (including, without limitation, Rules 13e-4 and 14e-1 under the Exchange Act) to the extent such laws and regulations are applicable in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act Securities in connection with a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Change of Control Offer. (a) Upon a Change of Control, the Holder shall shall, subject to Article 8 hereof, have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the this Note at a purchase price in cash equal to 101100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b4.01(b).
(b) Within five ten (10) Business Days following the date upon which the Company is aware that any Change of Control, and if the Conversion Price Control has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))occurred, the Company shall mail a notice to the Holder (the "“Change of Control Offer"”) stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) any part of the this Note at a purchase price in cash equal to 101100% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date Interest Payment Date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (the “Change of Control Repurchase Date”), which shall be no earlier than 30 fifteen (15) days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 thirty (30) days from the date such notice is mailed);; and
(iviii) the instructions reasonably determined by the Company, consistent with this Section 6.014.01, that the Holder must follow in order to have all or any part of this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the all or any part of this Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of attached as Exhibit B to this Note (or complete and manually sign or sign via a facsimile of such notice) and deliver such notice to the Company and (2) surrender the this Note to the Company at the address specified in the notice at least three (3) Business Days prior to the purchase dateChange of Control Repurchase Date. The Holder shall be entitled to withdraw its election if the Company receives not later than one (1) Business Day prior to the purchase date Change of Control Purchase Date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the this Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his its election to have the this Note (or part hereof) purchased. The In such event, the Company will issue promptly return this Note to the Holder a new Note equal in principal amount to such unpurchased portionHolder.
(d) On the purchase dateChange of Control Repurchase Date, the Note, or any portion thereof, this Note purchased by the Company under this Section 6.1 4.01 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i4.01(b)(i) to the Holder. In the event the Holder elected to have only a part of this Note repurchased, the Company will promptly issue to the Holder a new Note equal in principal amount to the unpurchased part of this Note.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) 14I of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the this Note pursuant to this Section 6.14.01. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 4.01 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Investment Agreement (Consolidated Communications Holdings, Inc.)
Change of Control Offer. Within 50 days of (ai) Upon the proposed occurrence of a Change of Control, Control or (ii) the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to the Holder purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United Sxxxxx and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Security Registrar, a notice stating:
(i1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 50 days from the date such notice is mailedmailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date");
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such holder is withdrawing his election to have such Notes purchased;
(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portion.
new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (d) On prior to, on or after, as the purchase datecase may be, the Notetender of such Notes pursuant to the Change of Control Offer, or any portion thereof, purchased by the Company under holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Section 6.1 shall be cancelled, and Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall pay is required to make a Change of Control Offer, the purchase price determined pursuant to Section 6.1(b)(i) to Company will comply with all applicable tender offer rules including Rule 14e-1 under the Holder.
(e) The Company shall complyExchange Act, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the right “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Holder to receive Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest due on the relevant interest payment date if prior to Notes repurchased, to, but excluding, the date of repurchase)purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 15 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is maileddelivered (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such Xxxxxx is withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) . The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereof. Notwithstanding the foregoing, if Company and purchases all Notes properly tendered and not withdrawn under the final Conversion Price shall not have been determined within 60 days Change of the Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Conversion Price shall Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Base Conversion Priceconsummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice be obligated to the Holder make an offer to purchase (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note outstanding Notes at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date Change of repurchase Control Payment Date, in accordance with this Section 10.15.
(subject b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (1) cause a notice of the Change of Control Offer to be sent at least once to the right Dow Xxxxx News Service or similar business news service in the United States and (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register of the Holder Notes maintained by the Security Registrar, a notice stating:
(A) that the Change of Control Offer is being made pursuant to receive interest due on the relevant interest payment date if prior to the date of repurchase)this Section 10.15 and that all Notes tendered will be accepted for payment;
(iiB) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date"));
(ivC) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(vD) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant 106 to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(E) that Holders accepting the offer to have a Note purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall any Change of Control Offer will be required to (1) complete and manually sign surrender the notice Note, with the form entitled "Option of Holder to Elect Purchase" on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(F) that Holders will be entitled to withdraw its their election if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes the Holder delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the such Note purchased;
(G) that Holders whose Notes are being purchased only in part will be issued new Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000;
(H) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(I) the name and address of the Paying Agent.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so properly tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Holder Change of Control Purchase Price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED that each such unpurchased portionnew Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000.
(d1) On If the purchase date, the Note, Company or any portion thereof, purchased by Restricted Subsidiary has issued any outstanding (A) Debt that is subordinated in right of payment to the Company under this Section 6.1 shall be cancelledNotes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control 107 Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall pay not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the purchase price determined pursuant to Section 6.1(b)(i) Company shall have paid the Change of Control Purchase Price in full to the Holder.
Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (e2) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 10.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 10.15 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the right “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Holder to receive Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest due on the relevant interest payment date if prior to Notes repurchased, to, but excluding, the date of repurchase)purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 15 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is maileddelivered (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such Xxxxxx is withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) . The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereof. Notwithstanding the foregoing, if Company and purchases all Notes properly tendered and not withdrawn under the final Conversion Price shall not have been determined within 60 days Change of the Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Conversion Price shall Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Base Conversion Priceconsummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the each Holder shall of Notes will have the right to require that the Company repurchase to purchase all or any part (equal to a minimum of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of the Note Holder’s Notes at a purchase price in cash equal to 101% (the “Change of Control Price”) of the principal amount thereof thereof, plus accrued and unpaid interest thereoninterest, if any, to to, but excluding, the date of repurchase (the "Change of Control Put Price") purchase (subject to the right of Holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date) ), except to the extent that the Company has exercised its right to redeem the Notes as described under Section 3.02 or as otherwise set forth in accordance with the terms contemplated in Section 6.1(b)this section.
(ba) Within five Business Days 60 days following the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, and if except to the Conversion Price extent that the Company has not yet been determined pursuant exercised its right to redeem the Notes as described under Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))3.02 or as otherwise set forth in this section, the Company shall mail will send a notice to the Holder (the "a “Change of Control Offer"”) to each holder of Notes with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer, stating:
(i) that a Change of Control Triggering Event with respect to Notes has occurred and that the Holder such holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of repurchase purchase (subject to the right of holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date if prior to the date of repurchasedate);
(ii) the circumstances and relevant facts and financial information regarding such Change of ControlControl Triggering Event;
(iii) the repurchase purchase date (which shall be (i) no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedsent, if sent after consummation of the Change of Control and (ii) on the date of the Change of Control, if sent prior to consummation of the Change of Control, in each case, other than as may be required by law) (such date, the “Change of Control Payment Date”);; and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder a holder must follow in order to have this Note its Notes purchased;.
(vb) that the Holder has the right Holders of Notes electing to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required have Notes purchased pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another a Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall will be required to (1) complete and manually sign surrender their Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent and DTC, prior to the purchase date. The Holder shall be entitled to withdraw its election if close of business on the Company receives not later than one third Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name Change of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. Control Payment Date.
(c) The Company will issue to may make a Change of Control Offer in advance of a Change of Control and the Holder Change of Control Payment Date, and the Company’s Change of Control Offer may be conditioned upon such Change of Control, if a new Note equal definitive agreement is in principal amount to such unpurchased portionplace for the Change of Control at the time of making the Change of Control Offer.
(d) On If Holders of not less than 90% in aggregate principal amount of the purchase date, outstanding Notes validly tender and do not withdraw the NoteNotes in a Change of Control Offer or Alternate Offer and the Company, or any portion third party making a Change of Control Offer in lieu of the Company, as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders pursuant to such Change of Control Offer or Alternate Offer, as applicable, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, purchased by plus accrued and unpaid interest, if any, to, but excluding, the Company under Redemption Date (subject to the right of holders of record on the relevant record date to receive interest on the relevant Interest Payment Date). Any such redemption pursuant to this Section 6.1 4.03(d) shall be cancelled, and made in accordance with Article Ten of the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the HolderOriginal Indenture.
(e) The Company shall will not be required to make a Change of Control Offer if (1) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer or (2) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Price and purchases all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note Notes pursuant to this Section 6.1a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require conflict with the Company to act terms described in a manner that conflicts with provisions of this Note relating to Change of Control Offersthe Indenture, the Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days .
(g) The Holders of a majority in principal amount of the outstanding Notes may, on behalf of the holders of all Notes, in accordance with Section 8.02 of the Original Indenture amend or waive the right of the Holders to require the Company to purchase all or any part of each holder’s Notes as a consequence of a Change of Control, the Conversion Price shall be the Base Conversion PriceControl Triggering Event.
Appears in 1 contract
Samples: First Supplemental Indenture (Helmerich & Payne, Inc.)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000; provided that no Notes in denominations of $2,000 or less may be repurchased in part) of the Note that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest thereonand Additional Interest, if any, on the Notes repurchased to the date of repurchase (the "Change of Control Put Price") (purchase, subject to the right rights of the Holder to receive interest due Holders on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the record date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior (the “Change of Control Payment”). Within 30 days following any Change of Control, with respect to all outstanding Notes (unless and until there is a default in payment of the date applicable redemption price), the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of repurchase)Control and stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that the Holder has the right Holders electing to convert this Note, at the then-applicable Conversion Price and including have a statement of such price and a description of the procedures required Note purchased in part pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another a Change of Control Offer may elect to have Notes purchased in integral multiples of $1,000 only; provided that no Notes in denominations of $2,000 or less may be redeemed or purchased in part;
(5) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to this Article 6.the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(c6) If the Holder elects that Holders electing to have the Note purchased, the Holder shall any Notes purchased pursuant to a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on Notes, with the back form entitled “Option of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Holder to Elect Purchase” attached to the Company and (2) surrender the Note Notes completed, or transfer by book-entry transfer, to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the third Business Day preceding the Change of Control Payment Date;
(7) that Holders will be entitled to withdraw its their election if the Company receives Paying Agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the Note Notes purchased; and
(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 thereof.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Company Paying Agent will issue promptly mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that any such unpurchased portionnew Notes will be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
(c) Notwithstanding anything to the contrary in this Section 4.15, The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, will comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Note pursuant to this Section 6.1Notes as a result of a Change in Control. To the extent that the provisions of any applicable securities laws or regulations require conflict with the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control OffersSection 4.15, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 6.1 4.15 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Pricesuch compliance.
Appears in 1 contract
Samples: Indenture (Castle a M & Co)
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "“Change of Control Put Price"”) (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "“Change of Control Offer"”) stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase repurchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase re- purchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);; and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6repurchased.
(c) If the Holder elects to have the Note purchasedrepurchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase repurchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase repurchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase repurchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchasedrepurchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portionportion not repurchased.
(d) On the purchase repurchase date, the Note, or any portion thereof, purchased repurchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Note (Viatel Holding Bermuda LTD)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the Holder Company shall have be obligated to make an offer to purchase (the right to require that the Company repurchase "CHANGE OF CONTROL OFFER") all or any part (equal to $1,000 or an integral multiple thereof) of the Note outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put PriceCHANGE OF CONTROL PURCHASE PRICE") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date Change of repurchase Control Payment Date in accordance with this Section 4.15. -55-
(subject b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the right Dow Xxxxx News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Holder Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to receive interest due on the relevant interest payment date if prior to the date of repurchase)this Section 4.15 and that all Notes tendered will be accepted for payment;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedmailed (the "CHANGE OF CONTROL PAYMENT DATE"));
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders accepting the offer to have a Note purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall any Change of Control Offer will be required to (1) complete and manually sign surrender the notice Note, with the form entitled "Option of Holder to Elect Purchase" on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes the Holder delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the such Note purchased;
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; PROVIDED that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples thereof;
(8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED that each such unpurchased portionnew Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples thereof.
(dA) On If the purchase date, the Note, Company or any portion thereof, purchased by Restricted Subsidiary thereof has issued any outstanding (i) Indebtedness that is subordinated in right of payment to the Company under this Section 6.1 shall be cancelledNotes or (ii) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Indebtedness or Preferred Stock in the event of a change of control, the Company shall pay not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the purchase price determined pursuant to Section 6.1(b)(i) Company shall have paid the Change of Control Purchase Price in full to the Holder.
Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (eB) the Company shall not issue Indebtedness that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Indebtedness or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, will comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Note Notes pursuant to this Section 6.1a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 4.15 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to On the date of repurchase (the "Change of Control Put Price") (subject to the right commencement of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
, copies of the Change of Control Offer Documents; as soon as available, any amendment or supplement to the Change of Control Offer Documents after the date of commencement thereof; and on the date of consummation of the Change of Control Offer (i) that a an Officers' Certificate stating the principal amount of Existing Notes Borrower is required to purchase in the Change of Control has occurred Offer and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right Existing Notes that will remain outstanding after consummation of the Holder to receive interest due on the relevant interest payment date if prior to the date Change of repurchase);
Control Offer and (ii) the circumstances opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, counsel to the Obligors, addressed to the Administrative Agent and relevant facts and financial information regarding such the Lenders, to the effect that Borrower has satisfied all of its obligations under the Existing Notes Indenture to purchase the Existing Notes from the holders thereof arising as a result of the consummation of the Transactions (other than the Change of Control;
Control Offer); (p) NAME AND LOCATION CHANGES. Promptly, written notice of any change (i) in such Company's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of such Obligor's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) the repurchase date (which shall be no earlier than 30 days (in such Company's identity or such shorter time period as may be permitted under applicable lawscorporate structure, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Companyresulting in any tangible Collateral being located in any jurisdiction in which a financing statement must be, consistent with this Section 6.01but has not been, that the Holder must follow filed in order to have this Note purchased;
perfect the Administrative Agent's Liens, or (v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of in such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
Company's Federal Taxpayer Identification Number (vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with ); each Company will not effect or permit any change referred to in the requirements of Section 14(e) of preceding sentence unless all filings have been made under the Exchange Act and any other securities laws Uniform Commercial Code or regulations otherwise that are required in connection with order for the repurchase of the Note pursuant Administrative Agent to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed continue at all times following such change to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding a valid, legal and perfected security interest in all the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.Collateral; and (q)
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the right “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Holder to receive Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest due on the relevant interest payment date if prior to Notes repurchased, to, but excluding, the date of repurchase)purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 15 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is maileddelivered (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such Hxxxxx is withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) . The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereof. Notwithstanding the foregoing, if Company and purchases all Notes properly tendered and not withdrawn under the final Conversion Price shall not have been determined within 60 days Change of the Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Conversion Price shall Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Base Conversion Priceconsummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "“Change of Control Put Price"”) (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "“Change of Control Offer"”) stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);; and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.016.01 , that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Note (Morgan Stanley)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the each Holder shall have the right to require that the Company Issuer to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Note offer described below (the “Change of Control Offer”) at a purchase an offer price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to to, but excluding, the date of repurchase (subject the “Change of Control Payment”). In connection with any Change of Control Offer, the Issuer may, in its sole discretion, elect to offer a premium (the right “Early Tender Premium”) to holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Holder to receive Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest due on the relevant interest payment date if prior to Notes repurchased, to, but excluding, the date of repurchase)purchase. In addition, the Issuer may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Issuer shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes properly tendered shall be accepted for payment;
(ii2) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (purchase date, which shall be no earlier than 30 15 calendar days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 calendar days from the date such notice is maileddelivered (the “Change of Control Payment Date”);
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered shall continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Issuer defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Payment, all Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder a Change of Control Offer shall be required to (1) complete and manually sign surrender such Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice the Notes completed, to the Company and (2) surrender the Note to the Company paying agent at the address specified in the such notice at least three Business Days prior to the purchase date. The Holder shall close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives paying agent receives, not later than one the close of business on the second Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his its election to have the Note such Notes purchased. The Company ; and
(7) that Holders whose Notes are being purchased only in part will issue to the Holder a be issued new Note Notes equal in principal amount to such the unpurchased portion.
(d) On portion of the purchase dateNotes surrendered, the Note, which unpurchased portion must be equal to $2,000 or any portion an integral multiple of $1,000 in excess thereof, purchased by the Company under this Section 6.1 . The Issuer shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations in connection with thereunder, to the extent such laws and regulations are applicable to the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.17, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its our obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Issuer. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 6.1 4.17 applicable to a Change of Control Offer made by virtue thereof. Notwithstanding the foregoing, if Issuer and purchases all Notes properly tendered and not withdrawn under the final Conversion Price shall not have been determined within 60 days Change of the Control Offer; (ii) in connection with or in contemplation of any Change of Control, the Conversion Price shall Issuer, an Affiliate of the Issuer or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the Base Conversion Priceconsummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Holder each Lender shall have the right to require that the Company repurchase Borrower to prepay all or any part of such Lender’s Loans pursuant to the offer described below (the “Change of Control Offer”) at a prepayment price (the “Change of Control Prepayment Price”) equal to $1,000 or an integral multiple thereof(a) of the Note at a purchase price in cash equal any time prior to July 15, 2009, 101% of the principal amount thereof thereof, and (b) at any time thereafter, 100% of the principal amount thereof, in each case, plus accrued and unpaid interest thereon, if anyinterest, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment prepayment date) in accordance with the terms contemplated in Section 6.1(b).
(b) . Within five Business Days 30 days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company Borrower shall mail provide a written notice to the Holder (Administrative Agent containing the "Change of Control Offer") statingfollowing information:
(i1) the fact that a Change of Control has occurred and that the Holder has the right a Change of Control Offer is being made pursuant to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchasethis Section 2.05(a);
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Prepayment Price and the repurchase date (prepayment date, which shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv3) the instructions reasonably determined by circumstances and relevant facts regarding the CompanyChange of Control (including information with respect to pro forma historical income, consistent with this Section 6.01, that cash flow and capitalization after giving effect to the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement Change of such price and a description of the procedures required pursuant to Article 4 hereof to convert this NoteControl); and
(vi4) if applicable, a statement that the final Conversion Price has not yet been determined, and that upon any Lender wishing to have its Loans prepaid pursuant to such determination the Company will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder must comply with Section 2.05(f). The Administrative Agent shall be required to (1) complete and manually sign the promptly provide a copy of any notice on the back of this Note (or complete and manually sign a facsimile any Change of such notice) and deliver such notice Control Offer to the Company and (2) surrender the Note to the Company at the address specified Lenders in the notice at least three Business Days prior to the purchase datesame form as received by it. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase prepayment date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 Borrower shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, lawful prepay all Put Loans in accordance with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price2.10.
Appears in 1 contract
Change of Control Offer. (a) Upon If at any time prior to an IPO, a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part Control occurs (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)as defined below), the Company shall mail shall, within 5 Business Days thereafter, offer to purchase from the Fund (a notice to the Holder (the "Change of Control Offer"), and, if the Change of Control Offer is accepted and there are funds legally available (and the Company has taken all reasonable steps to make such funds legally available, including without limitation, revaluing the Company's assets), thereafter shall purchase, all (but not less than all) statingoutstanding Preferred Shares then held by the Fund for an aggregate purchase price equal to 100% of the Liquidation Preference of the Preferred Shares, plus accrued and unpaid dividends to the purchase date, whether or not declared or currently payable, on a date to be specified in a "Notice of Offer" (as hereinafter provided) not sooner than 20 days and not later than 40 days after the date of such notice (subject to compliance with applicable securities laws). Notwithstanding the foregoing, in the event of a Change of Control of the types set forth in clauses (ii) and (iii) below, the Company shall make the Change of Control Offer not later than ten Business Days prior to the consummation of the transaction contemplated by clause (ii) or (iii) below, as the case may be, and the Company shall not be required to purchase Preferred Shares unless such transaction shall be consummated, in which case the Company shall be required to purchase such Preferred Shares immediately prior to the consummation of such transaction. A "Change of Control" of the Company shall be deemed to have occurred:
(i) At such time as any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), (other than the Purchaser or the S-O Parties), is or becomes (without the prior written consent of the Fund) the beneficial owner, directly or indirectly, of outstanding shares of stock of the Company entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of the stockholders of the Company in the election of directors (the term "beneficial owner" shall be determined in accordance with Rule 13d-3 of the Exchange Act); provided, that a Change of Control has shall be deemed not to have occurred and that the Holder has the right to require the Company to purchase all if any such Person acquires 50% or a portion (equal to $1,000 or an integral multiple thereof) more of the Note at voting power referred to above pursuant to a purchase price in cash equal to 101% transfer of Preferred Shares or Class A Warrants or Common Stock issued upon the exercise of the principal amount thereof, plus accrued and unpaid interest to Class A Warrants by the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)Fund;
(ii) At such time as the circumstances stockholders of the Company shall have approved a reorganization, merger or consolidation or similar transaction, in each case, with respect to which all or substantially all the Persons who were the beneficial owners of the outstanding shares of capital stock (assuming for purposes of this clause that all the Class A Warrants, Other Warrants and relevant facts any warrants issued as Management Equity outstanding immediately prior to such event have been exercised) of the Company immediately prior to such reorganization, merger or consolidation, beneficially own, directly or indirectly, less than 50% of the combined voting power of the then outstanding shares of capital stock (assuming for purposes of this clause that all Class A Warrants and financial information regarding Other Warrants and any warrants issued as Management Equity outstanding immediately prior to such Change event are exercised immediately prior to such event and are outstanding immediately after such event) of Controlthe Company resulting from such reorganization, merger or consolidation;
(iii) At such time as the repurchase date stockholders of the Company shall have approved the sale or other disposition of all or substantially all the assets of the Company (which shall be no earlier other than 30 days (to a wholly owned Subsidiary of the Company) in one transaction or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed)in a series of related transactions;
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including If a statement of such price and a description majority of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change Board of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back Directors of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay consist of Persons other than Continuing Directors. The term "Continuing Director" shall mean any member of the purchase price determined Board of Directors on the Closing Date, any director elected pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply8.10, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase member of the Note pursuant Board of Directors who shall be recommended or elected to this Section 6.1. To succeed a Continuing Director by a majority of Continuing Directors who are the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days members of the Change Board of Control, the Conversion Price shall be the Base Conversion Price.Directors;
Appears in 1 contract
Change of Control Offer. (a) a. Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000; provided that no Notes in denominations of $2,000 or less may be repurchased in part) of the Note that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest thereoninterest, if any, and the Special Redemption Fee, if applicable, on the Notes repurchased to the date of repurchase (the "Change of Control Put Price") (purchase, subject to the right rights of the Holder to receive interest due Holders on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the record date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to (the date “Change of repurchaseControl Payment”);
(ii) the circumstances and relevant facts and financial information regarding such . Within 30 days following any Change of Control, with respect to all outstanding Notes (unless and until there is a default in payment of the applicable redemption price), the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:
1. that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;
(iii) 2. the repurchase date (purchase price and the purchase date, which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor no later than 60 days from the date such notice is mailedmailed (the “Change of Control Payment Date”);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, 3. that the Holder must follow in order any Note not tendered will continue to accrue interest;
4. that Holders electing to have this a Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required purchased in part pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another a Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects may elect to have the Note purchasedNotes purchased in integral multiples of $1,000 only; provided that no Notes in denominations of $2,000 or less may be redeemed or purchased in part; 5. that, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to unless the Company and (2) surrender the Note to the Company at the address specified defaults in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days payment of the Change of ControlControl Payment, all Notes accepted for payment pursuant to the Conversion Price shall be Change of Control Offer will cease to accrue interest after the Base Conversion Price.Change of Control Payment Date;
Appears in 1 contract
Samples: Indenture (Castle a M & Co)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, the each Holder shall of Notes will have the right to require that the Company repurchase to purchase all or any part (equal to a minimum of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of the Note Holder’s Notes at a purchase price in cash equal to 101% (the “Change of Control Price”) of the principal amount thereof thereof, plus accrued and unpaid interest thereoninterest, if any, to to, but excluding, the date of repurchase (the "Change of Control Put Price") purchase (subject to the right of Holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date) Interest Payment Date), except to the extent that the Company has exercised its right to redeem the Notes as described under Section 3.02 or as otherwise set forth in accordance with the terms contemplated in Section 6.1(b)this section.
(ba) Within five Business Days 60 days following the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the transaction that constitutes or may constitute the Change of Control, and if except to the Conversion Price extent that the Company has not yet been determined pursuant exercised its right to redeem the Notes as described under Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))3.02 or as otherwise set forth in this section, the Company shall mail will send a notice to the Holder (the "a “Change of Control Offer"”) to each holder of Notes with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer, stating:
(i) that a Change of Control Triggering Event with respect to Notes has occurred and that the Holder such holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of repurchase purchase (subject to the right of holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date if prior to the date of repurchase);Interest Payment Date);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;Control Triggering Event;
(iii) the repurchase purchase date (which shall be (i) no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);sent, if sent after consummation of the Change of Control and (ii) on the date of the Change of Control, if sent prior to consummation of the Change of Control, in each case, other than as may be required by law) (such date, the “Change of Control Payment Date”); and
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder a holder must follow in order to have this Note its Notes purchased;.
(vb) that the Holder has the right Holders of Notes electing to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required have Notes purchased pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another a Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall will be required to (1) complete and manually sign surrender their Notes, with the notice form entitled “Option of Holder to Elect Purchase” on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent and DTC, prior to the purchase date. The Holder shall be entitled to withdraw its election if close of business on the Company receives not later than one third Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name Change of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. Control Payment Date.
(c) The Company will issue to may make a Change of Control Offer in advance of a Change of Control and the Holder Change of Control Payment Date, and the Company’s Change of Control Offer may be conditioned upon such Change of Control, if a new Note equal definitive agreement is in principal amount to such unpurchased portionplace for the Change of Control at the time of making the Change of Control Offer.
(d) On If Holders of not less than 90% in aggregate principal amount of the purchase date, outstanding Notes validly tender and do not withdraw the NoteNotes in a Change of Control Offer or Alternate Offer and the Company, or any portion third party making a Change of Control Offer in lieu of the Company, as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders pursuant to such Change of Control Offer or Alternate Offer, as applicable, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, purchased by plus accrued and unpaid interest, if any, to, but excluding, the Company under Redemption Date (subject to the right of holders of record on the relevant record date to receive interest on the relevant Interest Payment Date). Any such redemption pursuant to this Section 6.1 4.03(d) shall be cancelled, and made in accordance with Article X of the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the HolderOriginal Indenture.
(e) The Company shall will not be required to make a Change of Control Offer if (1) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer or (2) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Price and purchases all Notes properly tendered in accordance with the terms of such Alternate Offer.
(f) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note Notes pursuant to this Section 6.1a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require conflict with the Company to act terms described in a manner that conflicts with provisions of this Note relating to Change of Control Offersthe Indenture, the Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days .
(g) The Holders of a majority in principal amount of the outstanding Notes may, on behalf of the holders of all Notes, in accordance with Section 8.02 of the Original Indenture amend or waive the right of the Holders to require the Company to purchase all or any part of each holder’s Notes as a consequence of a Change of Control, the Conversion Price shall be the Base Conversion PriceControl Triggering Event.
Appears in 1 contract
Samples: Second Supplemental Indenture (Helmerich & Payne, Inc.)
Change of Control Offer. (a) Upon Within 30 days of the occurrence of a Change of ControlControl Triggering Event with respect to the Securities, the Holder Company shall have notify the right Trustee in writing of such occurrence and shall make an offer to require that purchase (the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof"Change of Control Offer") of the Note Securities at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, (if any, ) to the date of repurchase (the "Change of Control Put Price") Payment Date (as hereinafter defined), subject to the right of holders of record on the Holder relevant record date to receive interest due on the relevant interest payment date) , in accordance with the terms contemplated procedures set forth in this Section 6.1(b)3.09.
(b) Within five Business Days following any 50 days of the occurrence of a Change of Control, and if Control Triggering Event with respect to the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Securities, the Company also shall mail (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder of the Securities, at his address appearing in the register of the Securities maintained by the Registrar, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 3.09 and that all such Securities tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and otherwise subject to the terms and conditions set forth herein;
(2) the Change of Control Purchase Price and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days after the date on which such notice is mailed (the "Change of Control OfferPayment Date") stating:);
(i3) that any such Security not tendered will continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any such Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders accepting the offer to have their Securities purchased pursuant to a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company Offer will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of surrender such notice) and deliver such notice Securities to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was such Securities delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the Note such Securities purchased. The Company ;
(7) that Holders whose Securities are being purchased only in part will issue to the Holder a be issued new Note Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such new Security issued shall be in a principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance.
(c) On the Change of Control Payment Date, the Company shall (a) accept for payment the Securities or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate indicating the Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each holder of Securities so accepted payment in an amount equal to the purchase price for such Securities, and the Trustee shall promptly authenticate and mail to such holder a new Security equal in principal amount to any unpurchased portionportion of the Securities surrendered; provided that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note Securities pursuant to this Section 6.13.09. To the extent that the provisions of any applicable securities laws or regulations require conflict with the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offersthe covenant described hereunder, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 3.09 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice be obligated to the Holder make an offer to purchase (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note outstanding Notes at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date Change of repurchase Control Payment Date, in accordance with this Section 10.15.
(subject b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (1) cause a notice of the Change of Control Offer to be sent at least once to the right Dow Xxxxx News Service or similar business news service in the United States and (2) send by first-classmail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register of the Holder Notes maintained by the Security Registrar, a notice stating:
(A) that the Change of Control Offer is being made pursuant to receive interest due on the relevant interest payment date if prior to the date of repurchase)this Section 10.15 and that all Notes tendered will be accepted for payment;
(iiB) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date"));
(ivC) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(vD) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(E) that Holders accepting the offer to have a Note purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall any Change of Control Offer will be required to (1) complete and manually sign surrender the notice Note, with the form entitled "Option of Holder to Elect Purchase" on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(F) that Holders will be entitled to withdraw its their election if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date a telegram, telexChange of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes the Holder delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the such Note purchased;
(G) that Holders whose Notes are being purchased only in part will be issued new Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000;
(H) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(I) the name and address of the Paying Agent.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price of all Notes or portions thereof so properly tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Holder Change of Control Purchase Price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portionnew Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000.
(d1) On If the purchase date, the Note, Company or any portion thereof, purchased by Restricted Subsidiary has issued any outstanding (A) Debt that is subordinated in right of payment to the Company under this Section 6.1 shall be cancelledNotes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control 107 Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall pay not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the purchase price determined pursuant to Section 6.1(b)(i) Company shall have paid the Change of Control Purchase Price in full to the Holder.
Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (e2) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, comply with the requirements of Section 14(e) of Rule 14e-l under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Note pursuant to this Section 6.1Notes in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 10.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 10.15 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Change of Control Offer. Within 50 days of (ai) Upon the proposed occurrence of a Change of Control, Control or (ii) the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to the Holder purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jxxxx News Service or similar business news service in the United States and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Security Registrar, a notice stating:
(i1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 50 days from the date such notice is mailedmailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date");
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such holder is withdrawing his election to have such Notes purchased;
(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5 , in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portion.
new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (d) On prior to, on or after, as the purchase datecase may be, the Notetender of such Notes pursuant to the Change of Control Offer, or any portion thereof, purchased by the Company under holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Section 6.1 shall be cancelled, and Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall pay is required to make a Change of Control Offer, the purchase price determined pursuant to Section 6.1(b)(i) to Company will comply with all applicable tender offer rules including Rule 14e-1 under the Holder.
(e) The Company shall complyExchange Act, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Second Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. (a) Upon a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "“Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date”) in accordance with the terms contemplated in Section 6.1(b8.6(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 9.6 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))determination, the Company shall mail a notice to the Holder holder (the "“Change of Control Offer"”) stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101100% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant a description of all material circumstances, facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.018.6, that the Holder must follow in order to have this the Note purchased;
(v) that the Holder has the right to convert this the Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 Section 9 hereof to convert this the Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer pursuant to this Article 6Section 8.
(c) If the Holder holder of the Note elects to have the Note purchased, the Holder holder shall be required to (1) complete and manually sign surrender the notice on Note, with an appropriate form to be provided by the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Company duly completed, to the Company and (2) surrender offices of the Note to the Company at the Company’s US corporate counsel, whose address shall be specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 8.6 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i8.6(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.18.6. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this the Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 8.6 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement
Change of Control Offer. Within 50 days of (ai) Upon the proposed occurrence of a Change of Control, Control or (ii) the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to the Holder purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service or similar business news service in the United States and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Security Registrar, a notice stating:
(i1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 50 days from the date such notice is mailedmailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date");
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such holder is withdrawing his election to have such Notes purchased;
(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portion.
new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (d) On prior to, on or after, as the purchase datecase may be, the Notetender of such Notes pursuant to the Change of Control Offer, or any portion thereof, purchased by the Company under holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Section 6.1 shall be cancelled, and Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall pay is required to make a Change of Control Offer, the purchase price determined pursuant to Section 6.1(b)(i) to Company will comply with all applicable tender offer rules including Rule 14e-1 under the Holder.
(e) The Company shall complyExchange Act, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice be obligated to the Holder make an offer to purchase (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note outstanding Notes at a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date Change of repurchase Control Payment Date in accordance with this Section 4.15.
(subject b) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the right Dow Xxxxx News Service or similar business news service in the United States and (ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register of the Holder Notes maintained by the Registrar, a notice stating:
(1) that the Change of Control Offer is being made pursuant to receive interest due on the relevant interest payment date if prior to the date of repurchase)this Section 4.15 and that all Notes tendered will be accepted for payment;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailedmailed (the "Change of Control Payment Date"));
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders accepting the offer to have a Note purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall any Change of Control Offer will be required to (1) complete and manually sign surrender the notice Note, with the form entitled "Option of Holder to Elect Purchase" on the back reverse of this the Note (or complete and manually sign a facsimile of such notice) and deliver such notice completed, to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw its their election if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Notes the Holder delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the such Note purchased;
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000;
(8) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9) the name and address of the Paying Agent. On the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so properly tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each Holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail to such Holder, a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portionnew Note shall be issued in an original principal amount in denominations of US$1,000 and integral multiples of US$1,000.
(di) On If the purchase date, the Note, Company or any portion thereof, purchased by Restricted Subsidiary thereof has issued any outstanding (A) Debt that is subordinated in right of payment to the Company under this Section 6.1 shall be cancelledNotes or (B) Preferred Stock, and the Company or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a Change of Control, the Company shall pay not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the purchase price determined pursuant to Section 6.1(b)(i) Company shall have paid the Change of Control Purchase Price in full to the Holder.
Holders of Notes that have accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the Notes and (eii) the Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with Change of Control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change of Control Triggering Event under this Indenture. The Company shall comply, to the extent applicable, will comply with the requirements of Section 14(e) of Rule 14e-1 under the Exchange Act and any other securities laws or and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Note Notes pursuant to this Section 6.1a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts conflict with provisions of this Note relating to Change of Control OffersSection 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 4.15 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Change of Control Offer. (a) Upon In the event of a Change of ControlControl (as defined below) that occurs prior to the occurrence of the Special Reorganization, the Company shall within 15 Business Days thereafter offer to redeem from each Holder shall have the right to require that (a "CHANGE OF CONTROL OFFER"), and upon receipt by the Company repurchase of written notice of acceptance of such Change of Control Offer by a Holder the Company shall thereafter redeem all or any part (equal but not less than all), outstanding NHC Notes owned by such Holder pursuant to $1,000 or an integral multiple thereof) such Change of the Note Control Offer at a purchase redemption price in cash equal to 101of 125% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due NHC Notes outstanding on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, redemption date plus accrued and unpaid interest to the redemption date, whether or not currently payable, on a date to be specified in a "NOTICE OF OFFER" (as hereinafter provided) not sooner than 30 days and not later than 60 days after the date of repurchase such notice (subject to compliance with applicable securities laws). Notwithstanding the right foregoing, in the event of a Change of Control of the Holder to receive interest due on types set forth in clauses (iii), (iv) and (vi) below, the relevant interest payment date if Company shall make the Change of Control Offer not later than ten Business Days prior to the consummation of the transaction contemplated by clause (iii), (iv) or (vi) below, as the case may be, and the Company shall not be required to purchase any NHC Notes unless such transaction shall be consummated, in which case the Company shall be required to purchase such NHC Notes immediately prior to the consummation of such transaction. A "CHANGE OF CONTROL" of the Company shall be deemed to have occurred:
(i) At such time as any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) not including any member of Current Management is or becomes the beneficial owner, directly or indirectly, of outstanding Units of the Company or of shares of capital stock of the Managing General Partner, as the case may be, entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a regular or special meeting, or by action by written consent, of the Unit holders of the Company or of the shareholders of the Managing General Partner, as the case may be (the term "beneficial owner" shall be determined in accordance with Rule 13d-3, as in effect on the date of repurchasethe execution of this Agreement, promulgated by the Commission under the Exchange Act);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including If a statement of such price and a description majority of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that Board of Directors of the final Conversion Price has not yet been determined, and that upon such determination Managing General Partner shall consist of Persons other than Continuing Directors. The term "CONTINUING DIRECTOR" shall mean any member of the Company will make another Change Board of Control Offer pursuant to this Article 6.
(c) If Directors of the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice Managing General Partner on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act Closing Date and any other securities laws or regulations in connection with the repurchase member of the Note pursuant to this Section 6.1. To the extent that the provisions Board of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days Directors of the Change of Control, the Conversion Price Managing General Partner who shall be recommended or elected to succeed or become a Continuing Director by a majority of Continuing Directors who are then members of the Base Conversion PriceBoard of Directors of the Managing General Partner.
Appears in 1 contract
Samples: Note Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl not resulting from the Purchaser Group beneficially owning more than 50% of the total voting power in the aggregate of all classes of shares in the capital of the Corporation then outstanding normally entitled to vote in elections of directors, the Holder shall have Corporation shall, pursuant to an offer (subject only to conditions required by applicable law, if any) by the right Corporation (the "CHANGE OF CONTROL OFFER"), offer to require that the Company repurchase purchase for cash all or any part of this Debenture (equal to provided, that the principal amount of this Debenture must be $1,000 100,000 or an integral multiple thereof) of the Note at on a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put PriceCHANGE OF CONTROL PURCHASE DATE") (subject to that is no later than 90 days after the right occurrence of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any such Change of Control, and if at the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice to the Holder (the "Change of Control Offer") stating:
(i) that a Change of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereofPurchase Price specified below, plus accrued and unpaid interest to but excluding the date of repurchase (subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Control Purchase Date. The Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three made within 30 Business Days prior to following the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay the purchase price determined pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached remain open for acceptance for 20 Business Days following its obligations under this Section 6.1 by virtue thereofcommencement (the "CHANGE OF CONTROL OFFER PERIOD"). Notwithstanding Upon the foregoing, if the final Conversion Price shall not have been determined within 60 days expiration of the Change of ControlControl Offer Period, the Conversion Corporation shall promptly purchase all of this Debenture or part hereof properly tendered in response to the Change of Control Offer. For greater certainty, the Holder may at any time, including while a Change of Control Offer is outstanding, but prior to any tender of this Debenture to such Change of Control Offer, convert this debenture in whole or in part in accordance with section 1.
(b) If Debentures remain outstanding after the making of a Change of Control Offer, the Corporation shall have the right, exercisable for a period of 30 days after the Change of Control Purchase Date, to redeem this Debenture in whole (but not in part) on the same basis, MUTATIS MUTANDIS, as if such redemption were a redemption made pursuant to section 2; PROVIDED, HOWEVER, that the Redemption Price (as such term is used in section 2) for the purposes of a redemption pursuant to this paragraph 4.1(b), shall be the Base Conversion PriceChange of Control Purchase Price determined pursuant to subsection 4.3.
Appears in 1 contract
Samples: Debenture Purchase Agreement (Moore Corporation LTD)
Change of Control Offer. (a) Upon Within 20 days of the occurrence of a Change of Control, the Holder Company shall have notify the right Trustee in writing of such occurrence and shall make an Offer to require that Purchase the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) of the Note outstanding Securities at a purchase price in cash equal to 101% of the principal amount thereof plus any accrued and unpaid interest thereon, if any, to the purchase date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated procedures set forth in this Section 6.1(b).
(b) 1017. Within five Business Days following any 20 days of the occurrence of a Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company also shall mail (i) cause a notice of the Offer to Purchase to be sent at least once to the Holder Dow Jones News Service or similar business news service in the United Stxxxx and (ii) send by first-class mail, postage prepaid, to the "Change of Control Offer") Trustee and to each Holder, at the address appearing in the Security Register, a notice stating:
(i) that a Change of Control has occurred the Offer to Purchase is being made pursuant to this covenant and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereofSecurities tendered will be accepted for payment, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii) the circumstances purchase price and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days 20 Business Days from the date such notice is mailed);
(iii) that any Security not tendered will continue to accrue interest;
(iv) that, unless the instructions reasonably determined by Company defaults in the Companypayment of the purchase price, consistent with this Section 6.01, that any Securities accepted for payment pursuant to the Holder must follow in order Offer to have this Note purchasedPurchase shall cease to accrue interest after the payment date;
(v) that Holders accepting the Holder has the right offer to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description of the procedures required have their Securities purchased pursuant to Article 4 hereof the Offer to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company Purchase will make another Change of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Securities to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase close of business on the Business Day preceding the payment date. The Holder shall ;
(vi) that Holders will be entitled to withdraw its election their acceptance if the Company receives paying agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date payment date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was Securities delivered for purchase by the Holder purchase, and a statement that the such Holder is withdrawing his election to have the Note such Securities purchased. The Company ;
(vii) that Holders whose Securities are being purchased only in part will issue to the Holder a be issued new Note Securities equal in principal amount to the unpurchased portion of the Securities surrendered, provided that each Security purchased and each such unpurchased portion.new issued Security shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
(dviii) any other procedure not consistent with any of the foregoing that a Holder must follow to accept the Offer to Purchase or effect withdrawal of such acceptance; and
(ix) the name and address of the Paying Agent. On the purchase specified payment date, the NoteCompany shall, to the extent lawful, (i) accept for payment Securities or any portion thereofportions thereof tendered pursuant to the Offer to Purchase, purchased by (ii) deposit with the Company under this Section 6.1 Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof tendered to the Company. The Paying Agent shall be cancelledpromptly mail to each holder of Securities so accepted payment in an amount equal to the purchase price for such Securities, and the Company shall pay execute and issue, and the purchase price determined pursuant Trustee shall promptly authenticate and mail to Section 6.1(b)(i) such holder, a new Security equal in principal amount to any unpurchased portion of the Holder.
(e) Securities surrendered; PROVIDED that each such new Security shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. The Company shall comply, to publicly announce the extent applicable, with the requirements of Section 14(e) results of the Exchange Act and Offer to Purchase on or as soon as practicable after the purchase date. The Company shall not be entitled to any other securities laws or regulations credit against its obligations in connection with the repurchase of the Note any Offer to Purchase made pursuant to this Section 6.1. To 1017 for the extent that the provisions principal amount of any applicable securities laws or regulations require Securities acquired by the Company otherwise than pursuant to act in a manner that conflicts with provisions of this Note relating such Offer to Change of Control Offers, Purchase.
(b) if the Company shall comply or any Restricted Subsidiary has issued any outstanding Subordinated Obligations or Preferred Stock, and the Company or any Restricted Subsidiary is required to make a change of control offer or to make a distribution with respect to such Subordinated Indebtedness or Preferred Stock in the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days event of the a Change of Control, the Conversion Price Company shall be not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Base Conversion PriceCompany shall have paid the purchase price in full to the Holders that have accepted the Company's Offer to Purchase and shall otherwise have consummated the Offer to Purchase made to Holders. The Company shall not issue Subordinated Obligations or Preferred Stock with change of control provisions requiring the payment of such Subordinated Obligations or Preferred Stock prior to the payment of the Securities in the event of a Change of Control.
Appears in 1 contract
Samples: Indenture (Emergent Group Inc)
Change of Control Offer. (a) Upon If a Change of Control (as defined below) occurs, then the Company shall within 5 Business Days thereafter offer to purchase from each Holder of Preferred Shares (a "Change of Control Offer"), and thereafter shall ---------------------- purchase from each Holder which accepts such Change of Control Offer, all (but not less than all) outstanding Preferred Shares then held by such Holder pursuant to such Change of Control Offer at a purchase price equal to the greater of: (A) the amount, if any, that each Holder of shares of Preferred Stock would be entitled to receive per share of Common Stock in connection with such Change of Control if such Holder of Preferred Stock had converted its shares immediately prior to any relevant record date or payment in connection with such Change of Control, or (B) $20.00 in cash per share of Common Stock assuming such Holder of Preferred Stock had converted its shares of Preferred Stock immediately prior to any relevant record date or payment in connection with such Change of Control or otherwise immediately prior to the occurrence of such Change of Control, not sooner than 20 days and not later than 40 days after the date of such notice (subject to compliance with applicable securities laws); provided, that notwithstanding anything to the contrary contained herein, any -------- payment required to be made in connection with the approval by the stockholders of the Company of a transaction described in clauses (iv) and (v) of the definition of "Change of Control" shall be made simultaneously with the consummation of such transaction and any such payment shall not be required to be made if such transaction does not occur. For the purposes of clause (A) of the preceding sentence, if, in connection with a Change of Control, the holders of shares of Common Stock are to receive securities of another Person that are listed or admitted to trading on a national securities exchange or quoted in the over-the-counter market, the amount that a Holder of shares of Preferred Stock would be entitled to receive per share of Common Stock in connection with such Change of Control shall have the right be deemed to require that the Company repurchase all or any part (be equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101amount which is 95% of the principal amount thereof plus accrued and unpaid interest thereon, if any, Market Price of the securities to be received per share of Common Stock calculated as of the date Trading Day immediately preceding the occurrence of repurchase (the transaction contemplated by such Change of Control. A "Change of Control Put Price") (subject to the right Control" of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f)), the Company shall mail a notice be deemed to the Holder (the "Change of Control Offer") stating:have occurred: -----------------
(i) that a Change At such time as any Person or "group" (within the meaning of Control has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereofSection 13(d)(3) of the Note Exchange Act) other than the Principal Stockholders is or becomes the beneficial owner, directly or indirectly, of outstanding shares of stock of the Company entitling such Person or Persons to exercise 50% or more of the total votes entitled to be cast at a purchase price in cash equal to 101% regular or special meeting, or by action by written consent, of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (subject to the right stockholders of the Holder to receive interest due on Company in the relevant interest payment date if prior to election of directors (the date term "beneficial owner" shall ---------------- be determined in accordance with Rule 13d-3 of repurchasethe Exchange Act);
(ii) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) the repurchase date (which shall be no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 days from the date such notice is mailed);
(iv) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order to have this Note purchased;
(v) that the Holder has the right to convert this Note, at the then-applicable Conversion Price and including If a statement of such price and a description majority of the procedures required pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change Board of Control Offer pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall be required to (1) complete and manually sign the notice on the back Directors of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company and (2) surrender the Note to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall be entitled to withdraw its election if the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that the Holder is withdrawing his election to have the Note purchased. The Company will issue to the Holder a new Note equal in principal amount to such unpurchased portion.
(d) On the purchase date, the Note, or any portion thereof, purchased by the Company under this Section 6.1 shall be cancelled, and the Company shall pay consist of Persons other than Continuing Directors. The term "Continuing Director" shall mean any member of the purchase price determined Board of Directors on -------------------- the First Closing Date, any director elected pursuant to Section 6.1(b)(i) to the Holder.
(e) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act 10.10 and any other securities laws or regulations in connection with the repurchase member of the Note pursuant Board of Directors who shall be recommended or elected to this Section 6.1. To succeed a Continuing Director by a majority of Continuing Directors who are the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days members of the Change Board of Control, the Conversion Price shall be the Base Conversion Price.Directors;
Appears in 1 contract
Samples: Stock Purchase Agreement (National Equipment Services Inc)
Change of Control Offer. Within 50 days of (ai) Upon the proposed occurrence of a Change of Control, Control or (ii) the Holder shall have the right to require that the Company repurchase all or any part (equal to $1,000 or an integral multiple thereof) occurrence of the Note at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of repurchase (the "Change of Control Put Price") (subject to the right of the Holder to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 6.1(b).
(b) Within five Business Days following any Change of Control, and if the Conversion Price has not yet been determined pursuant to Section 4.3 hereof again within five Business Days following such final determination (including such determination pursuant to Section 6.1(f))Triggering Event, the Company shall mail a notice notify the Trustee in writing of such proposed occurrence or occurrence, as the case may be, and shall make an offer to the Holder purchase (the "Change of Control Offer") the Notes at a purchase price equal to 100% of the principal amount thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this covenant. Within 50 days of (i) the proposed occurrence of a Change of Control or (ii) the occurrence of a Change of Control Triggering Event, the Company also shall (a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United Xxxxxs and (b) send by first-class mail, postage prepaid, to the Trustee and to each holder of the Notes, at his address appearing in the register of the Notes maintained by the Security Registrar, a notice stating:
(i1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment, provided that a Change of Control Triggering Event has occurred and that the Holder has the right to require the Company to purchase all or a portion (equal to $1,000 or an integral multiple thereof) of the Note at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase (otherwise subject to the right of the Holder to receive interest due on the relevant interest payment date if prior to the date of repurchase)terms and conditions set forth herein;
(ii2) the circumstances and relevant facts and financial information regarding such Change of Control;
(iii) Control Purchase Price and the repurchase purchase date (which shall be a Business Day no earlier than 30 days (or such shorter time period as may be permitted under applicable laws, rules and regulations) nor later than 60 50 days from the date such notice is mailedmailed and no later than 15 days after the date of the corresponding Change of Control Triggering Event) (the "Change of Control Payment Date");
(iv3) the instructions reasonably determined by the Company, consistent with this Section 6.01, that the Holder must follow in order any Note not tendered will continue to have this Note purchasedaccrue interest;
(v4) that that, unless the Holder has Company defaults in the right to convert this Note, at the then-applicable Conversion Price and including a statement of such price and a description payment of the procedures required Change of Control Purchase Price, any Notes accepted for payment pursuant to Article 4 hereof to convert this Note; and
(vi) if applicable, that the final Conversion Price has not yet been determined, and that upon such determination the Company will make another Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that holders accepting the offer to have their Notes purchased pursuant to this Article 6.
(c) If the Holder elects to have the Note purchased, the Holder shall a Change of Control Offer will be required to (1) complete and manually sign surrender the notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice Notes to the Company and (2) surrender the Note to the Company Paying Agent at the address specified in the notice at least three Business Days prior to the purchase date. The Holder shall close of business on the Business Day preceding the Change of Control Payment Date;
(6) that holders will be entitled to withdraw its election their acceptance if the Company receives Paying Agent receives, not later than one the close of business on the third Business Day prior to preceding the purchase date Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderholder, the principal amount of the Note which was Notes delivered for purchase by the Holder purchase, and a statement that the Holder such holder is withdrawing his election to have such Notes purchased;
(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchasedpurchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; and
(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. Notwithstanding any other provision of this Section 2.5, in the case of a notice of a Change of Control Offer that is being furnished by the Company with respect to a proposed Change of Control that has not yet actually occurred, the Company may specify in such notice that holders of the Notes shall be required to notify the Company, by a date not earlier than the date (the "Proposed Change of Control Response Date") which is 30 days from the date of such notice, as to whether such holders will tender their Notes for payment pursuant to the Change of Control Offer and to notify the Company of the principal amount of such Notes to be so tendered (with the failure of any holder to so notify the Company within such 30-day period to be deemed an election of such holder not to accept such Change of Control Offer). In such event, the Company shall have the option, to be exercised by a subsequent written notice to be sent, no later than 15 days after the Proposed Change of Control Response Date, to the same Persons to whom the original notice of the Change of Control Offer was sent, to cancel or otherwise effect the termination of the proposed Change of Control and to rescind the related Change of Control Offer, in which case the then outstanding Change of Control Offer shall be deemed to be null and void and of no further effect. On the Change of Control Payment Date, the Company shall (a) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (b) deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof tendered to the Company. The Company will issue Paying Agent shall promptly mail to each holder of Notes so accepted payment in an amount equal to the Holder purchase price for such Notes, and the Trustee shall promptly authenticate and mail to such holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such unpurchased portion.
new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (d) On prior to, on or after, as the purchase datecase may be, the Notetender of such Notes pursuant to the Change of Control Offer, or any portion thereof, purchased by the Company under holders of such Notes) and is continuing an Event of Default. The Paying Agent will promptly return to the respective holders thereof any Notes (a) the tender of which has been withdrawn in compliance with this Section 6.1 shall be cancelled, and Indenture or (b) held by it during the continuance of an Event of Default (other than a default in the payment of the Change of Control Purchase Price with respect to such Notes). In the event that the Company shall pay is required to make a Change of Control Offer, the purchase price determined pursuant to Section 6.1(b)(i) to Company will comply with all applicable tender offer rules including Rule 14e-1 under the Holder.
(e) The Company shall complyExchange Act, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Note pursuant to this Section 6.1. To the extent that the provisions of any applicable securities laws or regulations require the Company to act in a manner that conflicts with provisions of this Note relating to Change of Control Offers, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 6.1 by virtue thereof. Notwithstanding the foregoing, if the final Conversion Price shall not have been determined within 60 days of the Change of Control, the Conversion Price shall be the Base Conversion Price.
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Samples: Third Supplemental Indenture (Adelphia Communications Corp)
