Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the Change of Control Payment Date, in accordance with this Section 10.13. (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 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 its address appearing in the Register, a notice stating: (1) that the Change of Control Offer is being made pursuant to this Section 10.13 and that all PIK Toggle Notes tendered will be accepted for payment; (2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date")); (3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable; (4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date; (5) that Holders accepting the offer to have PIK Toggle Notes purchased pursuant to any Change of Control Offer will be required to surrender such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased; (7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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. (c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to but excluding the date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 calendar days following any Change of Control Payment Date, in accordance with this Section 10.13.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in with a copy to the RegisterTrustee, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.18 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal $1,000 in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in or an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess multiple thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.18, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 the Change of Control provisions of the Indenture or the Second Supplemental Indenture by virtue of such complianceconflict.
(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 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 of Notes so accepted the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions under of this Section 10.13 may be waived 4.18, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or modified with obtain the written consent requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Holders (other than Holders that are Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) required to make a Change of Control Offer upon a majority Change of Control if a third party makes the Change of Control Offer in aggregate principal amount the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the PIK Toggle NotesCompany and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: Second Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all each Holder’s outstanding PIK Toggle Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Change of Control Payment Date, Date in accordance with this Section 10.13.
(b) the procedures set forth below. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service and by way of a press release issued on Canada Newswire or similar business news service services in the United States and Canada and (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1a) that the Change of Control Offer is being made pursuant to this Section 10.13 4.21 and that all PIK Toggle Notes tendered will be accepted for payment;
(2b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3c) that any PIK Toggle Note (or portion thereof) not tendered will continue to accrue interest, to the extent applicable;
(4d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5e) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;
(7g) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof;
(8) h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9i) the name and address of the Paying Agent.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle Notes or portions thereof properly so tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such each relevant Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and that are integral multiples of US$1.00 U.S.$1.00. Prior to complying with any of the procedures of this Section 4.21, but in excess thereofany event within 20 days following any Change of Control, the Issuer shall
(1) repay in full all obligations and terminate all commitments under or in respect of all Senior Indebtedness the terms of which prohibit the purchase by the Issuer of the Notes upon a Change of Control in compliance with the terms of this Section 4.21 or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay the Senior Indebtedness owed to each such lender who has accepted such offer, or
(2) obtain the requisite consents under all such Senior Indebtedness to permit the repurchase of the Notes as described above. The Company Issuer must first comply with the covenant described in the preceding paragraph before it will be required to purchase Notes in the event of a Change of Control; provided that the Issuer’s failure to comply with the covenant described in the preceding paragraph will constitute an Event of Default described in clause (3) under Section 6.01. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or senior in right of payment with respect to Indebtedness of Restricted Subsidiaries (other than under the CMI Credit Facility or any other Senior Indebtedness) or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired 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 under this Indenture. The Issuer shall not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.21, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 6.01 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") all each holder's outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest interest, if any, to the Change of Control Payment Date, Date (as defined) in accordance with this Section 10.13.
(b) the procedures set forth below. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.20 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day business day preceding the Change of Control Payment Date;
(6) that Holders holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof;
(8) any other procedures that a Holder 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.
(c) . On the Change of Control Payment Date, the Company shall, to the extent lawful, ,
(1) accept for payment PIK Toggle 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 purchase price of all PIK Toggle Notes or portions thereof properly so tendered and and
(3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Officer's Certificate stating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holderholder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples thereof. If the Credit Agreement is in effect, or any amounts are owing thereunder or in respect thereof, at the time of US$1.00 the occurrence of a Change of Control, prior to the mailing of the notice to holders described in excess thereofthe second preceding paragraph, but in any event within 30 days following any Change of Control, the Company covenants to:
(1) repay in full all obligations and terminate all commitments under or in respect of the Credit Agreement and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or offer to repay in full all obligations and terminate all commitments under or in respect of the Credit Agreement and all such Senior Indebtedness and repay the Indebtedness owed to each such lender who has accepted such offer; or
(2) obtain the requisite consents under the Credit Agreement and all such other Senior Indebtedness to permit the repurchase of the Notes as described above. The Company must first comply with the covenant described in the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the covenant described in the preceding sentence constitutes an Event of Default described in clause (3) under Section 6.01 below if not cured within 30 days after the notice required by such clause. As a result of the foregoing, a holder of the Notes may not be able to compel the Company to purchase the Notes unless the Company is able at the time to refinance all of the obligations under or in respect of the Credit Agreement and all such other Senior Indebtedness or obtain requisite consents under the Credit Agreement and all such other Senior Indebtedness. In the event (1) if the Company or any Restricted Subsidiary thereof has issued any outstanding (a) indebtedness that is subordinated in right of payment to the Notes 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 indebtedness or Preferred Stock in the event of a change of control, the Company shall not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the 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 (2) the Company will 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 in Control under the Indenture. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 10.13Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.20 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of repurchase (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 $1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 under this Section 10.13 may be waived or modified with the written consent hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the 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 or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest interest, if any, to the Change of Control Payment Date, Date (as defined) in accordance with this Section 10.13the procedures set forth below.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Jonex Xxxs Service or similar business news service in the United States and (2ii) send by first-class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;
(8) any other procedures that a Holder 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples thereof.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) indebtedness that is subordinated in right of US$1.00 in excess thereof. The Company will not be payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect of to such subordinated indebtedness or Preferred Stock until such time as the PIK Toggle Notes following a Issuer shall have paid the Change of Control Triggering Event if a third party makes Purchase Price in full to the holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes and (ii) the Issuer will 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 manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance event of a Change of in 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to under this Indenture. The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.17 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated repurchase all of each Holder’s Notes pursuant to make an the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to but excluding the date of repurchase, and Additional Interest and Additional Tax Amounts, if any (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company Issuer shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in with a copy to the RegisterTrustee, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.18 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal C$1,000 in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in or an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess multiple thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.18, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 the Change of Control provisions of the Indenture or the Sixth Supplemental Indenture by virtue of such complianceconflict.
(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 the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Issuer. The Paying Agent shall promptly mail to each Holder of Notes so accepted the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each 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 C$1,000 or an integral multiple thereof. Prior to complying with the provisions under of this Section 10.13 may be waived 4.18, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or modified with obtain the written consent requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Holders (other than Holders that are Change of Control Offer on or as soon as practicable after the Company or any Change of its Restricted Subsidiaries, whose vote Control Payment Date. The Issuer shall not be countedrequired to make a Change of Control Offer upon a Change of Control if a third party, including the Company, makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
(l) of a majority Changes in aggregate principal amount of the PIK Toggle NotesCovenants When Notes Rated Investment Grade.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") all the outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date, Date in accordance with the procedures set forth in this Section 10.13.
(b) 4.14. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1a) that the a Change of Control Offer is being made pursuant to this Section 10.13 covenant and that all PIK Toggle Notes validly tendered will be accepted for payment;
(2b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no not earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3c) that any PIK Toggle Note not validly tendered will continue to accrue interest, to the extent applicable;
(4d) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5e) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7g) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; , provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;
(8) h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9i) the name and address of the Paying Agent.
(c) . On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly validly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the Change of Control Payment Date, in accordance with this Section 10.13.
(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 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 its address appearing in the Register, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle Notes purchased pursuant to any Change of Control Offer will be required to surrender such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Catalyst Paper General Partnership)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the Change of Control Payment Date, Date in accordance with this Section 10.134.15.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.15 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have PIK Toggle Notes a Note purchased pursuant to any Change of Control Offer will shall be required to surrender such PIK Toggle Notes the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes Note purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will shall be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company Issuer will not be publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the PIK Toggle Notes following and (ii) the Issuer 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 if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.15, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.15 by virtue of such compliancethereof. The provisions under Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 10.13 may be waived or modified with 4.15, and (ii) purchases all Notes validly tendered and not withdrawn under the written consent Change of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle NotesControl Offer.
Appears in 1 contract
Samples: Indenture (Ipsco Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") all each Holder's outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Change of Control Payment Date, Date in accordance with this Section 10.13.
(b) the procedures set forth below. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx Jones News Service and by way of a press release issued on Canada Nexxxxxe or similar business news service services in the United States and Canada and (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1a) that the Change of Control Offer is being made pursuant to this Section 10.13 4.20 and that all PIK Toggle Notes tendered will be accepted for payment;
(2b) the Change of Control Purchase Price and the purchase date (which shall be a New York Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3c) that any PIK Toggle Note (or portion thereof) not tendered will continue to accrue interest, to the extent applicable;
(4d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5e) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the New York Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third New York Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;
(7g) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof;
(8) h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9i) the name and address of the Paying Agent.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle Notes or portions thereof properly so tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such each relevant Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 U.S.$1,000 and integral multiples of US$1.00 in excess thereof. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or the Guarantees or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired 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 under this Indenture. The Company will Issuer shall not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 6.01 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control 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 (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 $1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.this
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon Within 10 days of the occurrence of a Fundamental Change of Control Triggering Event, the Company shall be obligated to notify the Trustee in writing of such occurrence and shall make an offer to purchase (the "Fundamental Change of Control Offer") all outstanding PIK Toggle the Notes at a purchase price (the "Change of Control Purchase Price") equal to 101100% of the principal amount thereof, thereof plus any accrued and unpaid interest thereon to the Fundamental Change of Control Payment Date, Date (as hereinafter defined) (the "Fundamental Change Purchase Price") in accordance with the procedures set forth in this Section 10.13.
(b) covenant. Within 30 10 days of the occurrence of a Fundamental Change of Control Triggering Event, the Company also shall (1) 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its his address appearing in the Security Register, a notice stating:
(1) that the Fundamental Change of Control Offer is being made pursuant to this Section 10.13 covenant and that all PIK Toggle Notes tendered will be accepted for payment, provided that a Fundamental Change has occurred and otherwise subject to the terms and conditions set forth herein;
(2) the Fundamental Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed and no later than 30 Business Days after the date of the notice of the corresponding Fundamental Change) (the "Fundamental Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Fundamental Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Fundamental Change of Control Offer shall cease to accrue interest on and after the Fundamental Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Fundamental Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Fundamental Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Fundamental Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;; and
(8) any other procedures that a Holder must follow to accept a Fundamental Change of Control Offer or effect withdrawal of such acceptance; and
(9) the name and address of the Paying Agent.
(c) . On the Fundamental Change of Control Payment Date, the Company shall, to the extent lawful, shall (1a) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Fundamental Change of Control Offer, (2b) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3c) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company shall execute and issue, issue and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, Holder a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company will shall not be required to make a Fundamental Change of Control Offer in respect of the PIK Toggle Notes following a Fundamental Change of Control Triggering Event if a third party makes the Fundamental Change of Control Offer in the manner, at the time times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Fundamental Change of Control Offer made by the Company and purchases all PIK Toggle of the Notes or portions thereof validly tendered and not withdrawn under such Fundamental Change of Control Offer. In additionThe Company shall also offer to purchase all Notes not previously called for redemption or repurchase, notwithstanding anything if at any time, (1) the Rigas Family or any of its Affiliates purchases, in a transaction or series of transactions, shares of Class A Common Stock, and solely as a result of such purchases, the aggregate number of shares of Class A Common Stock held by the Rigas Family and its Affiliates exceeds 70% of the total number of shares of Class A Common Stock issued and outstanding at such time and (2) the closing price per share of the Class A Common Stock for any five (5) trading days within the period of the ten (10) consecutive trading days immediately after the later of the last date of such purchase or the public announcement of such purchase is less than 100% of the Conversion Price of the Notes in effect on each of those trading days. For purposes of this Indenture to the contrary, such event shall constitute a Change of Control and the Company shall follow procedures substantially similar to the procedures for a Fundamental Change Offer as set forth in this Indenture. The Notes purchased pursuant to this paragraph shall be purchased at a price equal to 100% of the aggregate principal amount of the Notes to be purchased together with the interest accrued to, but excluding, the purchase date. For purposes of the foregoing paragraph, a purchase shall not include any shares of Class A Common Stock acquired by the Rigas Family or its Affiliates as a result of the exchange or conversion of shares of the Company's Class B Common Stock, and the calculation of the number of shares of Class A Common Stock held by the Rigas Family and its Affiliates shall not include securities exchangeable or convertible into shares of Class A Common Stock. There shall be no purchase of any Notes pursuant to this covenant if there has occurred (prior to, on or after, as the case may be made be, the tender of such Notes pursuant to the Fundamental Change Offer, by the 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 advance compliance with this Indenture or (b) held by it during the continuance of an Event of Default (other than a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is default in place for the Change of Control at the time of making payment of the Change of Control OfferPurchase Price with respect to such Notes). The In the event that the Company also will not be is required to make (or to follow procedures substantially similar to) a Fundamental Change of Control Offer in respect of Offer, the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall will comply with the requirements of all applicable tender offer rules including Rule 14e-1 under the Exchange Act and any other securities laws and regulations Act, to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesapplicable.
Appears in 1 contract
Samples: First Supplemental Indenture (Adelphia Communications Corp)
Change of Control Offer. (a) Upon the occurrence of any Change of Control (other than a Change of Control Triggering Eventthat occurs during a Suspension Period), the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a cash purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Change of Control Payment Date, Date in accordance with this Section 10.134.15.
(b) Within 30 days of the occurrence of a following any Change of Control Triggering EventControl, the Company Issuer shall (1) 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 (2) send by first-class mail, postage prepaid, or cause to be mailed, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.15 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have PIK Toggle Notes a Note purchased pursuant to any Change of Control Offer will shall be required to surrender such PIK Toggle Notes the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes Note purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will shall be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company Issuer will not be publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the PIK Toggle Notes following and (ii) the Issuer 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 if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.15, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.15 by virtue of such compliancethereof. The provisions under Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 10.13 may be waived or modified with 4.15, and (ii) purchases all Notes properly tendered and not withdrawn under the written consent Change of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle NotesControl Offer.
Appears in 1 contract
Samples: Indenture (Massey Energy Co)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control Offer") all outstanding PIK Toggle Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to but excluding the date of repurchase (the "Change of Control Purchase PricePayment") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the ). Within 30 calendar days following any Change of Control Payment Date, in accordance with this Section 10.13.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal $1,000 in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in or an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess multiple thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 the Indenture or the First Supplemental Indenture by virtue of such complianceconflict.
(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 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 of Notes so accepted the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions under of this Section 10.13 may be waived 4.17, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or modified with obtain the written consent requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.17. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Holders (other than Holders that are Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) required to make a Change of Control Offer upon a majority Change of Control if a third party makes the Change of Control Offer in aggregate principal amount the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the PIK Toggle NotesCompany and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall be obligated to make an offer to purchase (the "Change of Control Offer") all the outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, thereof plus any accrued and unpaid interest thereon to the Change of Control Payment Date, Date (as hereinafter defined) in accordance with the procedures set forth in this Section 10.13.
(b) covenant. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1a) that the Change of Control Offer is being made pursuant to this Section 10.13 covenant and that all PIK Toggle Notes validly tendered will be accepted for payment;
(2b) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no not earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3c) that any PIK Toggle Note not validly tendered will continue to accrue interest, to the extent applicable;
(4d) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5e) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7g) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; , provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;
(8) h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9i) the name and address of the Paying Agent.
(c) . On the Change of Control Payment Date, the Company shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly validly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the Companyso accepted for cancellation. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples thereof. If any Credit Facilities are in effect or if the Senior Notes are outstanding or if any other Indebtedness of US$1.00 the Company or its Restricted Subsidiaries that requires a payment upon a Change of Control is outstanding, or any amounts are owing thereunder or in excess respect thereof, at the time of the occurrence of a Change of Control, prior to the mailing of the notice to Holders described in the preceding second paragraph, but in any event within 30 days following any Change of Control, the Company shall be required to (i) cause the borrowers thereunder to repay in full all obligations under or in respect of such Credit Facility or such other Indebtedness or offer to repay in full all obligations under or in respect of such Credit Facility or such other Indebtedness and repay within such 30-day period the obligations under or in respect of such Credit Facility or such other Indebtedness of each lender who has then irrevocably accepted such offer and cause the Company to repay within such 30-day period in full all obligations in respect of the Senior Notes or offer to repay in full all obligations in respect of the Senior Notes of each holder who has then irrevocably accepted such offer or (ii) cause such borrowers and the Company to obtain the requisite consent under such Credit Facility, or such other Indebtedness, the holders of such other Indebtedness and from the holders of the Senior Notes, respectively, to permit the repurchase of the Notes as described above. The Company must first comply with the terms of the preceding sentence before it shall be required to purchase Notes in the event of a Change of Control; provided, that the Company's failure to comply with the terms of the preceding sentence constitutes an Event of Default described in clause (iii) of Section 6.01. If the Company has issued any outstanding (i) Subordinated Indebtedness or (ii) Capital Stock, and the Company is required to make a Change of Control Offer or to make a distribution with respect to such Subordinated Indebtedness or Capital Stock in the event of a Change of Control, the Company shall not consummate any such offer or distribution with respect to such Subordinated Indebtedness or Capital Stock until such time as the Company shall have paid the Change of Control Purchase Price in full to the holders of Notes that have validly accepted the Company's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes. In the event that a Change of Control occurs and the Holders of Notes exercise their right to require the Company to purchase Notes, if such purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act at that time, the Company will comply with the requirements of Rule l4e-1 as then in effect with respect to such repurchase. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following upon a Change of Control Triggering Event if a third party makes the such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the time times and otherwise in compliance with the requirements set forth in of this Indenture applicable to a Change of Control Offer made by the Company and purchases all PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes.
Appears in 1 contract
Samples: Indenture (MMH Holdings Inc)
Change of Control Offer. (a) Upon the occurrence Within 30 days following any Change of Control (other than a Change of Control Triggering Eventthat occurs during a Suspension Period), the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the Change of Control Payment Date, Date in accordance with this Section 10.134.14.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.14 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle Notes a Note purchased pursuant to any Change of Control Offer will shall be required to surrender such PIK Toggle Notes the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes Note purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will shall be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess 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.; and
(c10) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case, after giving effect to the Change of Control). On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following upon a Change of Control Triggering Event if a third party (i) makes the Change of Control Offer in the manner, manner and at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.14, and (ii) purchases all PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.14, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.14 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall Issuer will be obligated to make an offer to purchase (the "Change of Control Offer") all each holder's outstanding PIK Toggle Notes at a purchase price (the "Change of Control Purchase Price") equal to (x) 101% of the Accreted Value thereof as of the Change of Control Payment Date (as defined below), if the Change of Control Payment Date is on or prior to August 1, 2002, or (y) 101% of the principal amount thereofat maturity, plus accrued and unpaid interest interest, if any, to the Change of Control Payment Date, if the Change of Control Payment Date is after August 1, 2002, in each case in accordance with this Section 10.13the procedures set forth below.
(b) Within 30 20 days of the occurrence of a Change of Control Triggering EventControl, the Company shall Issuer will (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each Holderholder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.19 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 45 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will continue to accrete Accreted Value or accrue interest, to as the extent applicablecase may be;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrete Accreted Value or accrue interest on and interest, as the case may be, after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount at maturity to the unpurchased portion of principal amount at maturity of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) . On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly validly tendered and not withdrawn pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall will promptly mail to each Holder holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall Issuer will execute and issue, and the Trustee, upon Company Order, shall Trustee will promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount at maturity to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall will be issued in an original denominations of $1,000 principal amount in minimum denominations of US$1.00 at maturity and integral multiples of US$1.00 in excess thereof. If the Senior Credit Facility is in effect, or any amounts are owing thereunder or in respect thereof, at the time of occurrence of a Change of Control, prior to the mailing of the notice to holders described in the preceding paragraph, but in any event within 20 days following any Change of Control, the Issuer covenants to (i) repay in full all obligations under or in respect of the Senior Credit Facility or offer to repay in full all obligations under or in respect of the Senior Credit Facility and repay the obligations under or in respect of the Senior Credit Facility of each lender who has accepted such offer or (ii) obtain the requisite consent under the Senior Credit Facility to permit the repurchase of the Notes as described above. The Company will Issuer must first comply with the covenant described in the preceding sentence before being required to purchase Notes in the event of a Change of Control; provided that the Issuer's failure to comply with the covenant described in the preceding sentence constitutes an Event of Default under Section 6.01(3) if not be cured within 60 days after the notice of such clause. If the Issuer or any of its Restricted Subsidiaries has issued any outstanding (i) Indebtedness that is subordinated in right of payment to the Notes or (ii) Preferred Stock, and the Issuer 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 Issuer will not consummate any such offer or distribution with respect to such subordinated indebtedness or Preferred Stock until such time as the Issuer will have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Issuer's Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes and will otherwise have consummated the Change of Control Offer made to holders of the Notes and the Issuer will 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 manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance event of a Change of in Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for under 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.19, the Company shall Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.19 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of If a Change of Control Triggering Eventoccurs, unless one of the exemptions described below applies, each Holder of Notes will have the right to require the Company shall be obligated to make repurchase all or any part (equal to U.S.$1,000 or an integral multiple of U.S.$1,000 in excess of U.S.$1,000) of that Holder’s Notes pursuant to an offer to purchase (the "a “Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase price (on the "terms set forth in this Section 1010. In the Change of Control Purchase Price"Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101not less than 100% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to but excluding the date of purchase and Additional Amounts (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b”) Within 30 days of the occurrence of a Change of Control Triggering Event, the Company shall (1) cause a notice of plus the Change of Control Offer to be sent at least once Premium plus any other Obligations then outstanding, subject to the Dow Xxxxx News Service rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will send (or similar business news service otherwise deliver in accordance with the United States and (2applicable procedures of DTC) send by first-class mail, postage prepaid, a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and to each Holder, at its address appearing in the Register, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 1010 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the purchase price and the Change of Control Purchase Price and Payment Date specified in the purchase date (notice, which shall be a Business Day no earlier than 30 days nor and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"))sent;
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle the Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; providedsurrendered (or transferred by book-entry transfer), that each PIK Toggle Note which un-purchased and each such new PIK Toggle Note issued shall portion must be equal to U.S.$1,000 in an original principal amount in minimum denominations or an integral multiple of US$1.00 and integral multiples of US$1.00 U.S.$1,000 in excess thereof;
(8) of U.S.$1,000. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other procedures that securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a Holder must follow to accept result of a Change of Control Offer Control. To the extent that the provisions of any such securities laws or effect withdrawal regulations conflict with this Section 1010, the Company will comply with the applicable securities laws or regulations and will not be deemed to have breached its obligations under this Section 1010 by virtue of such acceptance; and
(9) the name and address of the Paying Agent.
(c) compliance. On the Change of Control Payment Date, the Company shallwill, to the extent lawful, :
(1) accept for payment PIK Toggle all Notes or portions thereof of Notes properly tendered pursuant to the Change of Control Offer, ;
(2) deposit with the Paying Agent money sufficient an amount equal to pay the Change of Control Purchase Price Payment in respect of all PIK Toggle Notes or portions thereof of Notes properly tendered and tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers' Officer’s Certificate stating the PIK Toggle aggregate principal amount of Notes or portions thereof tendered to of Notes being purchased by the Company. The Paying Agent shall will promptly mail pay to each Holder of PIK Toggle Notes so accepted payment in an amount equal to properly tendered the Change of Control Purchase Price Payment for such PIK Toggle NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Company shall execute and issue, and the Trustee, upon Company Order, shall Trustee will promptly authenticate and mail deliver (or cause to such Holder, be transferred by book entry) to each Holder a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered, if any; provided, provided that each such new PIK Toggle Note shall will be issued in an original a principal amount in minimum denominations of US$1.00 and U.S.$1,000 or an integral multiples multiple of US$1.00 U.S.$1,000 in excess thereofof U.S.$1,000. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. 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. Notwithstanding anything to the contrary in this Section 1010, the Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the time price, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 1010 applicable to a Change of Control Offer made by the Company and purchases all PIK Toggle Notes or portions thereof validly properly tendered and not withdrawn under such the Change of Control OfferOffer or (2) notice of redemption of all Notes then Outstanding has been given pursuant to paragraph 5 of the Notes unless and until there is a default in payment of the applicable Redemption Price. In addition, notwithstanding anything in this Indenture to the contrary, a A Change of Control Offer may be made in advance of a Change of Control Triggering EventControl, conditional and conditioned upon the occurrence of such Change of Control Triggering EventControl, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Notes repurchased by the Company also will not be required pursuant to make a Change of Control Offer in respect will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the PIK Toggle Company’s option. Notes purchased by a third party pursuant to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements sixth paragraph of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.13, 1010 will have the Company shall comply with the applicable securities laws status of Notes issued and regulations and shall not be deemed to have breached its obligations under this Section 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle NotesOutstanding.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall be obligated to notify the Trustee in writing of such occurrence and shall make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle the Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus any accrued and unpaid interest thereon to the Change of Control Payment Date, Date (as hereinafter defined) (the "Change of Control Purchase Price") in accordance with the procedures set forth in this Section 10.134.15.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, with respect to the Notes, the Company also shall (1i) 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 (2ii) send mail a notice by first-first class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its his address appearing in the Registerregister of the Notes maintained by the Registrar, a notice stating:
(1) that the a Change in Control has occurred and a Change of Control Offer is being made pursuant to this Section 10.13 4.15 and that all PIK Toggle such Notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (date, which shall be a Business Day Day, no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
Notes (4or portions thereof) that, unless the Company defaults in the accepted for payment of (and duly paid on the Change of Control Purchase Price, any PIK Toggle Note accepted for payment Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(4) that any Notes (or portions thereof) not tendered will continue to accrue interest;
(5) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle such Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original a principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;; and
(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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, shall (1a) accept for payment PIK Toggle the Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2b) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3c) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating indicating the PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, holder a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. .
(d) The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the mannershall comply, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notesapplicable, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 14(e)-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase purchase of PIK Toggle Notes in connection with a Change of Control OfferOffer made pursuant to this Section 4.15. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.13the provisions of the 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 10.13 4.15 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control 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 (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to $2,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 $1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 under this Section 10.13 may be waived or modified with the written consent hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the 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 or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of repurchase (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to £100,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 £1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 of Notes so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions under this Section 10.13 may be waived or modified with the written consent hereof, and deliver to each Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the each such new Note shall be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon Notwithstanding anything herein to the occurrence of contrary, if a Change of Control Triggering Eventoccurs, the Company Borrower shall be obligated to make an offer to purchase repay all of the Loans outstanding pursuant to the offer described in this Section 2.07(e) (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase price in cash (the "“Change of Control Purchase Price"Payment”) equal to 101101.0% (the “Change of Control Payment Rate”) of the aggregate principal amount thereof, plus accrued and unpaid interest to interest, if any, to, but excluding, the Change date of Control Payment Date, in accordance with this Section 10.13repayment.
(bi) Within Prior to or within 30 days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause a Borrower will deliver notice of the such 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 (2) send by first-class mail, postage prepaid, to the Trustee Administrative Agent and to each HolderLender, at its address appearing in describing the Registertransaction or transactions that constitute, a notice statingor are expected to constitute, the Change of Control and with the following information:
(1A) that the a Change of Control Offer is being made pursuant to this Section 10.13 2.07(e), and that all PIK Toggle Notes tendered will Loans of Lenders that accept such offer pursuant to such Change of Control Offer (which acceptance by a Lender must be accepted for payment;
(2) in a written notice from such Lender to the Borrower, with a copy to the Administrative Agent, stating that such Lender is accepting the Change of Control Purchase Price Offer and received the Borrower and the purchase Administrative Agent no later than three (3) Business Days prior to the Change of Control Payment Date) will be repaid by the Borrower (such loans, the “CoC Accepted Loans”);
(B) the amount of the Change of Control Payment and the repayment date, which date (which shall will be a Business Day no earlier than 30 15 days nor later than 60 days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3C) that any PIK Toggle Note Lender that does not tendered will accept such Change of Control Offer shall have its Loans remain outstanding and continue to accrue interest, to interest in accordance with the extent applicable;terms of this Agreement; and
(4D) that, unless the Company Borrower defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note accepted for payment pursuant to the Change of Control Offer shall all CoC Accepted Loans will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle Notes purchased pursuant to any Change of Control Offer will be required to surrender such PIK Toggle Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(cii) On the Change of Control Payment Date, the Company shall, Any purchase pursuant to the extent lawful, (1this Section 2.07(e) accept for payment PIK Toggle Notes or portions thereof properly tendered shall be made 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notes2.07(b)(v).
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to £100,000 or an integral multiple of £1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control 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 (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to £100,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 £1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 under this Section 10.13 may be waived or modified with the written consent hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the each such new Note shall be in a principal amount of £100,000 or an integral multiple of £1,000 in excess thereof. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to but excluding the date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 calendar days following any Change of Control Payment Date, in accordance with this Section 10.13.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal $1,000 in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in or an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess multiple thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 the Indenture or the First Supplemental Indenture by virtue of such complianceconflict.
(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 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 of Notes so accepted the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions under of this Section 10.13 may be waived 4.17, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or modified with obtain the written consent requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.17. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Holders (other than Holders that are Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) required to make a Change of Control Offer upon a majority Change of Control if a third party makes the Change of Control Offer in aggregate principal amount the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.17 applicable to a Change of Control Offer made by the PIK Toggle NotesCompany and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder of Notes shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer to purchase described below (the "Change of Control OfferCHANGE OF CONTROL OFFER") all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control Purchase Price") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest to but excluding the date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 calendar days following any Change of Control Payment Date, in accordance with this Section 10.13.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in with a copy to the RegisterTrustee, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.18 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor later than 60 calendar days from the date such notice is mailed (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal $1,000 in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in or an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess multiple thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.18, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 the Change of Control provisions of the Indenture or the First Supplemental Indenture by virtue of such complianceconflict.
(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 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 of Notes so accepted the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to each 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 $1,000 or an integral multiple thereof. Prior to complying with the provisions under of this Section 10.13 may be waived 4.18, but in any event within 90 calendar days following a Change of Control, the Company shall either repay all outstanding Senior Debt or modified with obtain the written consent requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.18. The Company shall publicly announce in The Wall Street Journal, or if no longer published, a national newspaper of general circulation, the results of the Holders (other than Holders that are Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) required to make a Change of Control Offer upon a majority Change of Control if a third party makes the Change of Control Offer in aggregate principal amount the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.18 applicable to a Change of Control Offer made by the PIK Toggle NotesCompany and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Iron Mountain Inc/Pa)
Change of Control Offer. (a) Upon the occurrence of any Change of Control (other than a Change of Control Triggering Eventthat occurs during a Suspension Period), the Company Issuer shall be obligated to make an offer to purchase (the "Change of Control Offer") all outstanding PIK Toggle Notes at a cash purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Change of Control Payment Date, Date in accordance with this Section 10.134.15.
(b) Within 30 days of the occurrence of a following any Change of Control Triggering EventControl, the Company Issuer shall (1) 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 (2) send by first-class mail, postage prepaid, or cause to be mailed, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.15 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have PIK Toggle Notes a Note purchased pursuant to any Change of Control Offer will shall be required to surrender such PIK Toggle Notes the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes Note purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will shall be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof. The Company Issuer will not be publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the PIK Toggle Notes following and (ii) the Issuer 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 if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.15, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.15 by virtue of such compliancethereof. The provisions under Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 10.13 may be waived or modified with 4.15, and (ii) purchases all Notes properly tendered and not withdrawn under the written consent Change of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle NotesControl Offer.
Appears in 1 contract
Samples: Indenture (Massey Energy Co)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all each Holder’s outstanding PIK Toggle Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, to the Change of Control Payment Date, Date in accordance with this Section 10.13.
(b) the procedures set forth below. Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1) cause a notice of the Change of Control Offer to be sent at least once to the Dow Xxxxx News Service and by way of a press release issued on Canada Newswire or similar business news service services in the United States and Canada and (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1a) that the Change of Control Offer is being made pursuant to this Section 10.13 4.20 and that all PIK Toggle Notes tendered will be accepted for payment;
(2b) the Change of Control Purchase Price and the purchase date (which shall be a New York Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3c) that any PIK Toggle Note (or portion thereof) not tendered will continue to accrue interest, to the extent applicable;
(4d) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes (or portion thereof) accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5e) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle their Notes to the Paying Agent at the address specified in the notice prior to the close of business on the New York Business Day preceding the Change of Control Payment Date;
(6f) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third New York Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;
(7g) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof;
(8) h) any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
(9i) the name and address of the Paying Agent.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle Notes or portions thereof properly so tendered and (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle aggregate principal amount of Notes or portions thereof tendered to being purchased by the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such each relevant Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 U.S.$1,000 and integral multiples of US$1.00 in excess thereof. Further, (A) if the Issuer or any Restricted Subsidiary thereof has issued any outstanding (1) Indebtedness that is, by its terms, subordinated in right of payment to the Notes or the Guarantees or (2) Preferred Stock, and the Issuer or such Restricted Subsidiary is required to make a Change of Control Offer or to make a distribution with respect to such Indebtedness or Preferred Stock in the event of a Change of Control, the Issuer shall not consummate any such offer or distribution with respect to such Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders and (B) the Issuer will not issue Indebtedness (not including, for greater certainty, any Acquired 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 under this Indenture. The Company will Issuer shall not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 6.01 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to C$2,000 or an integral multiple of C$1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control 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 (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause mail 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent paying agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent paying agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to C$2,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 C$1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 under this Section 10.13 may be waived or modified with the written consent hereof, and mail to each such Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the each such new Note shall be in a principal amount of C$2,000 or an integral multiple of C$1,000 in excess thereof. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
Appears in 1 contract
Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a cash purchase price (the "“Change of Control Purchase Price"”) equal to 101101 % of the principal amount thereof, plus accrued and unpaid interest thereon to the Change of Control Payment Date, Date in accordance with this Section 10.134.15.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.15 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that such Change of Control Offer shall remain open for at least 20 Business Days and that Holders accepting the offer to have PIK Toggle Notes a Note purchased pursuant to any Change of Control Offer will shall be required to surrender such PIK Toggle Notes the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder Xxxxxx is withdrawing its his election to have such PIK Toggle Notes Note purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will shall be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 of
$1 000 and integral multiples of US$1.00 in excess thereof. The Company Issuer will not be publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) Indebtedness that is subordinated in right of payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect to such subordinated Indebtedness or Preferred Stock until such time as the Issuer shall have paid the Change of Control Purchase Price in full to the Holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to Holders of the PIK Toggle Notes following and (ii) the Issuer 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 if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.15, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.15 by virtue of such compliancethereof. The provisions under Issuer is not required to make a Change of Control Offer upon a Change of Control if a third party (i) makes the Change of Control Offer in the manner and at the time and otherwise in compliance with this Section 10.13 may be waived or modified with 4.15, and (ii) purchases all Notes validly tendered and not withdrawn under the written consent Change of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle NotesControl Offer.
Appears in 1 contract
Samples: Indenture (Ipsco Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall be obligated to make an offer to purchase (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase price (the "“Change of Control Purchase Price"”) equal to 101100% of the principal amount thereof, thereof plus accrued and unpaid interest interest, if any, to the Change of Control Payment Date, Date (as defined) in accordance with this Section 10.13the procedures set forth below.
(b) Within 30 days of the occurrence of a Change of Control Triggering EventControl, the Company Issuer shall (1i) 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 (2ii) send by first-class mail, postage prepaid, to the Trustee and to each HolderHolder of the Notes, at its the address appearing in the Registerregister maintained by the Registrar of the Notes, a notice stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "“Change of Control Payment Date"”));
(3) that any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company Issuer defaults in the payment of the Change of Control Purchase Price, any PIK Toggle Note Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle their Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its his election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples of US$1.00 in excess thereof;
(8) any other procedures that a Holder 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.
(c) . On the Change of Control Payment Date, the Company Issuer shall, to the extent lawful, (1i) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2ii) deposit with the Paying Agent money sufficient to pay the Change of Control Purchase Price purchase price of all PIK Toggle Notes or portions thereof properly so tendered and (3iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the PIK Toggle Notes or portions thereof tendered to the CompanyIssuer. The Paying Agent shall promptly mail to each Holder holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price purchase price for such PIK Toggle Notes, and the Company Issuer shall execute and issue, and the Trustee, upon Company Order, Trustee shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, provided that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 $1,000 and integral multiples thereof.
(i) If the Issuer or any Restricted Subsidiary thereof has issued any outstanding (A) indebtedness that is subordinated in right of US$1.00 in excess thereof. The Company will not be payment to the Notes or (B) Preferred Stock, and the Issuer 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 Issuer shall not consummate any such offer or distribution with respect of to such subordinated indebtedness or Preferred Stock until such time as the PIK Toggle Notes following a Issuer shall have paid the Change of Control Triggering Event if a third party makes Purchase Price in full to the holders of Notes that have accepted the Issuer’s Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes and (ii) the Issuer will 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 manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made in advance event of a Change of in 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to under this Indenture. The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.13 4.17 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesthereof.
Appears in 1 contract
Samples: Indenture (Elk Horn Coal Co LLC)
Change of Control Offer. (a) Upon the occurrence of a Change of Control Triggering EventControl, each Holder shall have the right to require the Company shall be obligated to make repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Holder’s Notes pursuant to the offer to purchase described below (the "“Change of Control Offer"”) all outstanding PIK Toggle Notes at a purchase an offer price (the "Change of Control 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 (the “Change of Control Payment Date, in accordance with this Section 10.13.
(b) Payment”). Within 30 calendar days of the occurrence of a following any Change of Control Triggering EventControl, the Company shall (1) cause deliver 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 (2) send by first-class mail, postage prepaid, to the Trustee and to each Holder, at its address appearing in the Register, a notice Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 10.13 4.17 and that all PIK Toggle Notes tendered will shall be accepted for payment;
(2) the Change of Control Purchase Price purchase price and the purchase date (date, which shall be a Business Day no earlier than 30 calendar days nor and no later than 60 calendar days from the date such notice is mailed delivered (the "“Change of Control Payment Date")”);
(3) that any PIK Toggle Note not tendered will shall continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment of the Change of Control Purchase PricePayment, any PIK Toggle Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer electing to have PIK Toggle any Notes purchased pursuant to any a Change of Control Offer will shall be required to surrender such PIK Toggle Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their acceptance election if the Paying Agent receives, not later than the close of business on the third second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the PIK Toggle Notes the Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such PIK Toggle Notes purchased;; and
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notes, representing the same indebtedness to the extent not repurchased, Notes equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall which unpurchased portion must be in equal to €100,000 or an original principal amount in minimum denominations integral multiple of US$1.00 and integral multiples of US$1.00 €1,000 in excess 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.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer in respect of the PIK Toggle Notes following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations are applicable in connection with to the repurchase of PIK Toggle the Notes in connection with a Change of Control OfferControl. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.134.17, 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 Section 10.13 Indenture by virtue of such complianceconflict.
(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 under this Section 10.13 may be waived or modified with the written consent hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Holders (other than Holders Notes surrendered, if any; provided that are the each such new Note shall be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company or any of its Restricted Subsidiaries, whose vote shall not be counted) 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 4.17 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a majority Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in aggregate principal amount place for the Change of Control at the PIK Toggle Notestime the Change of Control Offer is made.
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Samples: Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (ai) Upon the occurrence of a Change of Control Triggering EventControl, the Company shall be obligated to Borrower will make an irrevocable written offer to purchase (the "a “Change of Control Offer"”) to each Lender to prepay all outstanding PIK Toggle Notes at a purchase price or any part (the "Change of Control Purchase Price") equal to 101% $1,000 or an integral multiple of $1,000) of the principal of such Lender’s Loans in an amount thereofequal to 100% of such principal amount to be prepaid plus a premium of 1.00% thereon, plus together with accrued and unpaid interest on such principal amount to the date of such prepayment purchase (the “Change of Control Payment”). Within two Business Days following any Change of Control, the Company will mail a notice to each Lender and the Administrative Agent describing the transaction or transactions that constitute the Change of Control Payment Date, in accordance with this Section 10.13.
(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 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 its address appearing in the Register, a notice stating:
(1A) that the Change of Control Offer is being made pursuant to this Section 10.13 2.09(b) and that all PIK Toggle Notes tendered principal with respect to which any Lender designates for prepayment will be accepted for paymentprepaid;
(2B) the Change of Control Purchase Price Payment and the purchase date (date, which shall be a Business Day no earlier than 30 15 days nor and no later than 60 30 days from the date such notice is mailed (the "“Change of Control Payment Date")”);
(3C) that each Lender electing to have all or any PIK Toggle Note not tendered will continue to accrue interest, to the extent applicable;
(4) that, unless the Company defaults in the payment part of the Change principal of Control Purchase Price, any PIK Toggle Note accepted for payment its Loans prepaid pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders accepting the offer to have PIK Toggle Notes purchased pursuant to any a Change of Control Offer will be required to surrender such PIK Toggle Notes so notify the Administrative Agent (with a copy to the Paying Agent at Borrower) in writing of the address specified principal amount of such Loans to be prepaid in the notice prior to the close of business on the Business Day preceding connection with the Change of Control Payment Date;
(6) that Holders will be entitled Offer prior to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date; and
(D) that each Lender who has given the written notice described in clause (D) above will be entitled to withdraw its election if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holdersuch Lender, the principal amount of the PIK Toggle Notes the Holder delivered its Loans with respect to which it has designated for purchaseprepayment, and a statement that such Holder Lender is withdrawing its election to have such PIK Toggle Notes purchased;
(7) that Holders whose PIK Toggle Notes are being purchased only in part will be issued new PIK Toggle Notesprincipal amount so prepaid. If the Administrative Agent receives any such withdrawal notice, representing it shall promptly provide a copy of the same indebtedness to the extent not repurchased, equal in principal amount to the unpurchased portion of the PIK Toggle Notes surrendered; provided, that each PIK Toggle Note purchased and each such new PIK Toggle Note issued shall be in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess 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 AgentBorrower.
(cii) On the Change of Control Payment Date, the Company shall, Borrower will pay to the extent lawful, (1) accept for payment PIK Toggle Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Administrative Agent money sufficient to pay the Change of Control Purchase Price of all PIK Toggle 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 PIK Toggle Notes or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of PIK Toggle Notes so accepted payment in an amount equal to the Change of Control Purchase Price for such PIK Toggle Notes, and the Company shall execute and issue, and the Trustee, upon Company Order, shall promptly authenticate and mail to such Holder, a new PIK Toggle Note equal in principal amount to any unpurchased portion of the PIK Toggle Notes surrendered; provided, that each such new PIK Toggle Note shall be issued in an original principal amount in minimum denominations of US$1.00 and integral multiples of US$1.00 in excess thereof. The Company will not be required to make a Change of Control Offer Payment in respect of the PIK Toggle Notes following aggregate principal amount of all Loans with respect to which the Lenders thereof have designated for prepayment pursuant to written notices delivered in accordance with clause (i)(D) above (and with respect to which no such Lender subsequently withdrew such written notice pursuant to a Change withdrawal notice delivered in accordance with clause (i)(E) above). The Administrative Agent shall, to the extent of Control Triggering Event if a third party makes the funds received by the Borrower, promptly deliver to each such Lender the Change of Control Offer in the manner, at the 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 PIK Toggle Notes or portions thereof validly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding anything in this Indenture to the contrary, a Change of Control Offer may be made 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 Payment in respect of the PIK Toggle Notes to the extent it has previously or concurrently elected to redeem the PIK Toggle Notes, and timely redeemed in full the PIK Toggle Notes in accordance with such election pursuant to this Indenture. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of PIK Toggle Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 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 10.13 by virtue of such compliance. The provisions under this Section 10.13 may be waived or modified with the written consent of the Holders (other than Holders that are the Company or any of its Restricted Subsidiaries, whose vote shall not be counted) of a majority in aggregate principal amount of the PIK Toggle Notesall Loans with respect to which such Lender thereof had designated for prepayment pursuant to a written notice delivered in accordance with clause (i)(D) above (and with respect to which such Lender did not subsequently withdraw such written notice pursuant to a withdrawal notice delivered in accordance with clause (i)(E) above).
Appears in 1 contract
