Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to 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 described below (the “Change of Control Offer”) at 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 Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”); (3) that any Note not tendered shall continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, 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 electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 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 election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. 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 to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 3 contracts
Samples: Senior Notes Indenture (Iron Mountain Inc), Senior Notes Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)
Change of Control Offer. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder shall of the Notes will have the right to require the Company Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at 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 Payment”). In connection with any the Change of Control Offer, the Company may, in its sole discretion, elect to Partnership shall offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered Payment” in cash equal to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchasedthereon, if any, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that , subject to the rights of any Holder in whose name a Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant is registered on a record date occurring prior to the Change of Control Offer Payment Date to receive interest due on an Interest Payment Date that is on or prior to such Change of Control Payment Date. Within 30 days following any Change of Control, the Partnership shall cease mail a notice to accrue interest each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 Date specified in such notice prior notice, pursuant to the close of business on procedures required by the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, Indenture and a statement that described in such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofnotice. The Company Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, thereunder to the extent such laws and regulations are applicable to in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.174.12, the Company Partnership shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control provisions of this Indenture Section 4.12 by virtue of such conflictcompliance.
(b) On or before the Change of Control Payment Date, the Company Partnership shall, to the extent lawful:
(1) , accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, on the Change of Control Payment Date, the Partnership will:
(21) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(32) deliver or cause to be delivered to the Trustee or Trustee, by book-entry in the paying agent case of global notes, the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof tendered to being purchased by the Company. The Partnership.
(c) On the Change of Control Payment Date, the paying agent shall promptly deliver mail to each Holder so of Notes accepted for payment the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or the Authentication Agent shall promptly authenticate, subject cause to the provisions hereof, and deliver be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Partnership shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described in this Section 4.12 that require the Partnership to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of the Indenture are applicable.
(e) Notwithstanding the other provisions of this Section 4.12, the Partnership shall not be required to make a Change of Control Offer upon a Change of Control if (i1) 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 the Indenture applicable to a Change of Control Offer made by the Company Partnership and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control Offer; , (ii2) notice of redemption of all outstanding Notes has been given pursuant to the Indenture, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company or any third party Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly properly tendered and not withdrawn under in accordance with the terms of such Alternate Offer; or .
(iiif) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such the Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of any series accept a Change of Control Offer or an Alternate Offer and the Partnership (or a third party making the Change of Control Offer as provided in Section 4.12(e)) purchases all of the Notes of that series held by such Holders, the Partnership will have the right, upon not less than 30 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all of the Notes of that series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is madeon or prior to the Redemption Date).
Appears in 3 contracts
Samples: Supplemental Indenture (MPLX Lp), Supplemental Indenture (MPLX Lp), Third Supplemental Indenture (MPLX Lp)
Change of Control Offer. (a) Upon After the Combination Date, upon the occurrence of a Change of ControlControl Triggering Event, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof), plus accrued and unpaid interest toshall purchase, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer on a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”);
(3) that any Note not tendered , the Issuer shall continue to accrue interest;
(4) that, unless the Company defaults in the payment send a notice of the Change of Control PaymentOffer, by first class mail or delivered electronically in accordance with the procedures of the Depository, to the Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer’s obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.12, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.12 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 2 contracts
Samples: Indenture (TRI Pointe Homes, Inc.), Indenture (TRI Pointe Homes, Inc.)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof), plus accrued and unpaid interest toshall purchase, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer on a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”);
(3) that any Note not tendered , the Issuer shall continue send, by first class mail, a notice to accrue interest;
(4) thateach Holder, unless with a copy to the Company defaults in Trustee, which notice shall govern the payment terms of the Change of Control Payment, Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer’s obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.20 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof), plus accrued and unpaid interest toshall purchase, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer on a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered Business Day (the “Change of Control Payment Date”);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless within the Company defaults period specified in the payment definition of “Offer to Purchase”, all of the then outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days or for such longer period as is required by law and until the close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”), the Issuer shall send, by first class mail, or, in the case of Notes held in book-entry form, send by electronic transmission a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Payment, Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer’s obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.12, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.12 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change Issuer will publicly announce the results of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in on or as soon as practicable after 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment date of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is madepurchase.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder the Issuers shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “"Change of Control Offer”"), and shall purchase, on a Business Day (the "Change of Control Payment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at an offer a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest tointerest, but excludingif any, thereon to the date of repurchase (the “Change of Control Payment”)Payment Date. In connection with any The Change of Control Offer, Offer shall remain open for at least 20 Business Days and until the Company may, in its sole discretion, elect to offer a premium (close of business on the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that Payment Date. Within 30 days following the minimum payment offered to any holder date upon which a Change of Control occurs (the Notes is no lower than 101% "Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excludingControl Date"), the date of purchase. In additionIssuers shall send, the Company may determineby first class mail, in its sole discretiona notice to each Holder, to require as with a condition copy to the receipt Trustee, which notice shall govern the terms of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a The notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant Holders shall contain all instructions and materials necessary to this Section 4.17 and that all enable such Holders to tender Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer, including:
(1) a description of the transaction or transactions that constitute the Change of Control;
(2) an Offer shall cease to accrue interest Purchase all Notes properly tendered by such Holder pursuant to such Change of Control Offer on a specified date and after at the Change of Control Payment Date;Offer Price, in each case set forth in such notice; and
(53) a description of the procedures that Holders electing must follow to have any accept the Change of Control Offer. Any amounts remaining after the purchase of Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuers. The Issuers' obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuers and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuers shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 14e-l under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.19, the Company Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.19 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to Section 3.07, the Company will commence a Change of Control Offer no later than 30 days following any Change of Control Triggering Event (a) Upon or at the occurrence of a Company’s option, prior to any Change of Control, each Holder shall have but after the right to require public announcement of the Company to 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 described below (the “Change of Control Offer”) at 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 Payment”Control). In connection with any the Change of Control Offer, the Company may, shall offer payment in its sole discretion, elect cash equal to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased, to, but excluding, to the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment DatePayment”);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, 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 electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 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 election if the paying agent receives, not later than the close of business on the second Business Day preceding . On the Change of Control Payment Date, facsimile transmission the Company shall, to the extent lawful, to: (a) accept for payment all Notes or letter setting forth portions of Notes properly tendered pursuant to the name Change of Control Offer; deposit with the Holder, paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (b) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such or portions of Notes being purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, thereunder to the extent such those laws and regulations are applicable to in connection with the repurchase of the Notes in connection with as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.174.06, the Company shall comply with the applicable securities laws and regulations and shall will not be deemed to have breached its the Company’s obligations under the Change of Control provisions of this Indenture or the Notes by virtue of such conflictconflicts.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Third Supplemental Indenture (Bath & Body Works Brand Management, Inc.)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “"Change of Control Offer”"), and shall purchase, on a Business Day (the "Change of Control Payment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at an offer a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest tointerest, but excludingif any, thereon to the date of repurchase (the “Change of Control Payment”)Payment Date. In connection with any The Change of Control Offer, Offer shall remain open for at least 20 Business Days and until the Company may, in its sole discretion, elect to offer a premium (close of business on the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that Payment Date. Within 30 days following the minimum payment offered to any holder date upon which a Change of Control occurs (the Notes is no lower than 101% "Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excludingControl Date"), the date of purchase. In additionIssuer shall send, the Company may determineby first class mail, in its sole discretiona notice to each Holder, to require as with a condition copy to the receipt Trustee, which notice shall govern the terms of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a The notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant Holders shall contain all instructions and materials necessary to this Section 4.17 and that all enable such Holders to tender Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer's obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.20 by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.74 -67- ARTICLE FIVE SUCCESSOR CORPORATION
Appears in 1 contract
Samples: Indenture (Meritage Corp)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, the Borrower shall be required to offer to each Holder shall have of the right Lenders to require prepay all of the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes Loans then outstanding pursuant to the offer described below (the “Change of Control Offer”) at an offer a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest interest, if any, to, but excludingnot including, the date of repurchase (the “Change of Control Payment”)Payment Date. In connection with any Within (A) in the case of a Change of Control Offerunder clause (3) of the definition thereof, which has not resulted from the Company mayBorrower being taken private by one or more Permitted Holders, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with within 365 days following such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (iiB) waive any withdrawal rights in connection with the Change of Control Offer. Within all other cases, 30 calendar days following any Change of Control, the Company Borrower shall deliver a send notice of such Change of Control Offer to Administrative Agent (and Administrative Agent shall forward the same to each Holder statingof the Lenders), with the following information:
(1i) that the a Change of Control Offer is being made pursuant to this Section 4.17 2.9 and that all Notes properly tendered shall pursuant to such Change of Control Offer will be accepted for payment;
(2ii) the purchase price and the purchase date, which shall (x) with respect to a Change of Control referenced in clause (B) above, will be no earlier than 15 calendar 30 days and no nor later than 60 calendar days from the date such notice is delivered to Administrative Agent and (y) with respect to a Change of Control referenced in clause (A) above shall be no later than 365 days following such Change of Control (the “Change of Control Payment Date”);
(3iii) that any Note not properly tendered shall to Administrative Agent will remain outstanding and continue to accrue interest;
(4iv) that, unless the Company Borrower defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest on and after on, but not including, the Change of Control Payment Date;
(5v) that Holders Lenders electing to have any Notes purchased pursuant to a Change of Control Offer shall will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the their respective Notes completed, to the paying agent at the address specified in such notice Administrative Agent prior to the close of business on the fifth third (3rd) Business Day preceding the Change of Control Payment Date;; and
(6b) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes Offer is delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount prior to the unpurchased portion occurrence of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. 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 to the repurchase of the Notes in connection with a Change of Control. To the extent , stating that the provisions of any securities laws or regulations conflict with this Section 4.17, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue Offer is conditional on the occurrence of such conflictChange of Control.
(bc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Borrower shall not be required to make a Change of Control Offer upon following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.17 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes prepayment has been given pursuant to this Agreement as described under Section 3.62.8, unless and until there is a default in payment of the applicable redemption pricePrepayment Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned conditional upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Term Loan Agreement (SeaCube Container Leasing Ltd.)
Change of Control Offer. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder shall of the Notes will have the right to require the Company Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes pursuant to the offer described below (the a “Change of Control Offer”) at 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 Payment”). In connection with any the Change of Control Offer, the Company may, in its sole discretion, elect to Partnership shall offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered Payment” in cash equal to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchasedthereon, if any, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that , subject to the rights of any Holder in whose name a Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant is registered on a record date occurring prior to the Change of Control Offer Payment Date to receive interest due on an Interest Payment Date that is on or prior to such Change of Control Payment Date. Within 30 days following any Change of Control, the Partnership shall cease mail a notice to accrue interest each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 Date specified in such notice prior notice, pursuant to the close of business on procedures required by the fifth Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, Indenture and a statement that described in such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofnotice. The Company Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, thereunder to the extent such laws and regulations are applicable to in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.174.12, the Company Partnership shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under the Change of Control provisions of this Indenture Section 4.12 by virtue of such conflictcompliance.
(b) On or before the Change of Control Payment Date, the Company Partnership shall, to the extent lawful:
(1) , accept for payment all Notes or portions thereof validly tendered pursuant to the Change of Control Offer;. Promptly after such acceptance, on the Change of Control Payment Date, the Partnership will:
(21) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tenderedtendered and not validly withdrawn; and
(32) deliver or cause to be delivered to the Trustee or Trustee, by book-entry in the paying agent case of global notes, the Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof tendered to being purchased by the Company. The Partnership.
(c) On the Change of Control Payment Date, the paying agent shall promptly deliver mail to each Holder so of Notes accepted for payment the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or the Authentication Agent shall promptly authenticate, subject cause to the provisions hereof, and deliver be transferred by book entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company Partnership shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(d) The provisions described in this Section 4.12 that require the Partnership to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of the Indenture are applicable.
(e) Notwithstanding the other provisions of this Section 4.12, the Partnership shall not be required to make a Change of Control Offer upon a Change of Control if (i1) 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 the Indenture applicable to a Change of Control Offer made by the Company Partnership and purchases all Notes properly validly tendered and not validly withdrawn under the Change of Control Offer; , (ii2) notice of redemption of all outstanding Notes has been given pursuant to the Indenture, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company or any third party Partnership has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly properly tendered and not withdrawn under in accordance with the terms of such Alternate Offer; or .
(iiif) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the consummation occurrence of such the Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.
(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of any series accept a Change of Control Offer or an Alternate Offer and the Partnership (or a third party making the Change of Control Offer as provided in Section 4.12(e)) purchases all of the Notes of that series held by such Holders, the Partnership will have the right, upon not less than 30 nor more than 60 days’ notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, as the case may be, to redeem all of the Notes of that series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is madeon or prior to the Redemption Date).
Appears in 1 contract
Change of Control Offer. If at any time after June 29, 1989 the Board of Directors shall have become aware (awhether by public filings or otherwise) Upon the occurrence of a Change of ControlControl (as hereinafter defined) (the 'Change of Control Date'), each Holder shall have the right to require then the Company shall, no later than 30 days after a Change of Control Date, make an offer to repurchase all or any part Holders to purchase (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “a 'Change of Control Offer”') at an offer price in cash equal to 101100% of the aggregate principal amount thereof, of Securities outstanding as of such date at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, to the date of repurchase (the “Change of Control Payment”Payment Date (as hereinafter defined). In connection The Change of Control Offer shall remain open for a period of twenty business days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the 'Change of Control Offer Period'). No later than five business days after the termination of the Change of Control Offer Period (the 'Change of Control Payment Date') the Company shall purchase all Securities tendered in response to the Change of Control Offer; provided, that no Securities shall be purchased unless and until the Company purchases all the Notes required to be purchased pursuant to Section 4.13 of the indenture governing the Notes as amended from time to time. If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control Payment Date will be paid in respect of Securities that are tendered pursuant to the Change of Control Offer to the person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Change of Control Offer. The Company shall provide the Trustee with written notice of the Change of Control Offer at least ten days before the notice of any Change of Control Offer is mailed to Holders. Upon the commencement of any Change of Control Offer, the Company mayor, in its sole discretionat the Company's written request, elect the Trustee, shall send, by first class mail, a notice to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder each of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued Holders. The notice shall contain all instructions and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, materials necessary to require as a condition enable such Holders to the receipt of such Early Tender Premium that holders (i) provide consents tender Securities pursuant to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any The notice, which shall govern the terms of the Change of ControlControl Offer, the Company shall deliver a notice to each Holder statingstate:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 4.13 of the Indenture, the expiration of the Change of Control Offer Period and that all Notes tendered shall be accepted for paymentthe Change of Control Payment Date;
(2) that the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from Change of Control Offer is being made for all Securities outstanding on the date of such notice is delivered (Offer at a price of 100% of the “principal amount thereof plus accrued and unpaid interest to the Change of Control Payment Date”);
(3) that any Note Security not tendered shall or accepted for payment will continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes that any Security 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 electing to have any Notes a Security purchased pursuant to a any Change of Control Offer shall will be required to surrender such Notesthe Security, with the form entitled “'Option of Holder to Elect Purchase” ' on the reverse of the Notes Security (or, if no such form is provided, a letter of transmittal supplied by the Company) completed, to the paying agent Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in such the notice prior to and before the close expiration of business on the fifth Business Day preceding the Change of Control Payment Date;Offer Period; and
(6) that Holders will be entitled to withdraw their election if the paying agent Company, depositary or Paying Agent, as the case may be, receives, not later than the close expiration of business on the second Business Day preceding the Change of Control Payment DateOffer Period, or such longer period as may be required by law, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes the Security the Holder delivered for purchase, purchase and a statement that such Holder is withdrawing its his election to have such Notes the Security purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount . On or before a Change of Control Payment Date, the Company shall, to the unpurchased portion extent lawful, (i) accept for payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted, (iii) deliver or cause the depositary or Paying Agent to deliver to the Trustee Securities so accepted and (iv) deliver an Officers' Certificate stating such Securities were accepted for payment by the Company in accordance with the terms of this Section 4.13. The depositary, the Paying Agent or the Company, as the case may be, shall promptly (but in any case not later than five business days after the Change of Control Payment Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities tendered by such Holder and accepted by the Company for purchase. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, thereunder to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with an offer to purchase Securities upon a Change of Control. To A 'Change of Control' shall be deemed to have occurred if (i) any 'person' (as such term is used in Sections 13(d) and 14(d)(2) of the extent that the provisions of any securities laws or regulations conflict with this Section 4.17, Exchange Act) other than the Company or a subsidiary or any employee benefit plan sponsored by the Company or any subsidiary shall comply with become the applicable beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities laws and regulations and of the Company representing in excess of 50% of the combined voting power of the Company's then outstanding securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute a majority thereof unless each new director was elected by, or on the recommendation of, a majority of the directors then still in office who were directors at the beginning of the period. Notwithstanding the foregoing, a Change of Control shall not be deemed to have breached its obligations under occurred if the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes transaction or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make event constituting a Change of Control Offer upon shall have been approved by a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.17 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment majority of the applicable redemption price. Notwithstanding anything members of the Board in office immediately prior to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is madetransaction or event.
Appears in 1 contract
Samples: Form 8 A
Change of Control Offer. (a) Upon the occurrence of a Change of ControlControl Triggering Event, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof), plus accrued and unpaid interest toshall purchase, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer on a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs (the “Change of Control Date”);
(3) that any Note not tendered , the Issuer shall continue send, by first class mail, a notice to accrue interest;
(4) thateach Holder, unless with a copy to the Company defaults in Trustee, which notice shall govern the payment terms of the Change of Control Payment, Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer’s obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.12, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.12 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Meritage Homes CORP)
Change of Control Offer. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder shall holder of Notes will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 US$100,000 or an integral multiple of $US$1,000 in excess thereof) of such that Holder’s Notes pursuant to the an offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of on the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase (the “Change of Control Payment”)terms set forth herein. In connection with any the Change of Control Offer, the Company may, in its sole discretion, elect to Issuer will offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered Payment in cash equal to any holder of the Notes is no lower than one hundred and one percent (101% %) of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchasedand Additional Amounts, toif any, but excluding, to the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition subject to the receipt rights of such Early Tender Premium that holders (i) provide consents of Notes on the relevant Record Date to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with receive interest due on the Change of Control Offerrelevant Interest Payment Date. Within 30 calendar ten days following any Change of Control, the Company shall deliver Issuer will mail a notice to each Holder stating:
(1) holder describing the transaction or transactions that constitute the Change of Control Offer is being made pursuant and offering to this Section 4.17 and that all repurchase Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from on the date such specified in the notice is delivered (the “Change of Control Payment Date”);
, which date will be no earlier than thirty (330) that any Note not tendered shall continue to accrue interest;
days and no later than sixty (460) thatdays from the date such notice is mailed, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on procedures required by this Indenture and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such 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 described in 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 election if the paying agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofnotice. 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, thereunder to the extent such those laws and regulations are applicable to in connection with the repurchase of the Notes in connection with as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Section 4.17Indenture, the Company shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Companycompliance. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note This Section 12.1 shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if applicable (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in for so long as 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement Indenture is in place for the Change effect) whether or not any other provisions of Control at the time the Change of Control Offer is madethis Indenture are applicable.
Appears in 1 contract
Samples: Indenture (PT Centralpertiwi Bahari)
Change of Control Offer. (a) Upon the occurrence of a any Change of Control, each Holder of the Notes of each series shall have the right to require that the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Issuer purchase that Holder’s Notes pursuant to the offer described below for a cash price (the “Change of Control OfferPurchase Price”) at an offer price in cash equal to 101% of the aggregate principal amount thereofof the Notes to be purchased, plus accrued and unpaid interest tointerest, but excludingif any, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offerthereon, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company Issuer shall deliver mail, or caused to be mailed, to the Holders a notice to each Holder statingnotice:
(1) describing the transaction or transactions that constitute the Change of Control;
(2) offering to purchase, pursuant to the procedures required by this Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and
(3) describing the procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law. The Issuer shall publicly announce the results of the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from on or as soon as practicable after the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not tendered shall continue purchase. The Issuer’s obligation to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, 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 electing to have any Notes purchased pursuant to make a Change of Control Offer shall be required to surrender such 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 such notice prior to the close of business on the fifth Business Day preceding satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.20 by virtue of such conflictthis compliance.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
Appears in 1 contract
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “"Change of Control Offer”"), and shall purchase, on a Business Day (the "Change of Control Payment Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at an offer a purchase price in cash (the "Change of Control Purchase Price") equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest tointerest, but excludingif any, thereon to the date of repurchase (the “Change of Control Payment”)Payment Date. In connection with any The Change of Control Offer, Offer shall remain open for at least 20 Business Days and until the Company may, in its sole discretion, elect to offer a premium (close of business on the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that Payment Date. Within 30 days following the minimum payment offered to any holder date upon which a Change of Control occurs (the Notes is no lower than 101% "Change of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excludingControl Date"), the date of purchase. In additionIssuer shall send, the Company may determineby first class mail, in its sole discretiona notice to each Holder, to require as with a condition copy to the receipt Trustee, which notice shall govern the terms of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a The notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant Holders shall contain all instructions and materials necessary to this Section 4.17 and that all enable such Holders to tender Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered (the “Change of Control Payment Date”);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer's obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.20 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
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Samples: Indenture (Matria Healthcare Inc)
Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Holder the Issuer shall have the right be obligated to require the Company make an Offer to 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 described below Purchase (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof), plus accrued and unpaid interest toshall purchase, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change of Control Offer, the Company may, in its sole discretion, elect to offer on a premium (the “Early Tender Premium”) to holders of Notes who tender their notes early in connection with such Change of Control Offer; provided that the minimum payment offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer. Within 30 calendar days following any Change of Control, the Company shall deliver a notice to each Holder stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered shall be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date such notice is delivered Business Day (the “Change of Control Payment Date”) not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding Notes at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date. Within 30 days following the date upon which a Change of Control occurs (the “Change of Control Date”);
(3) that any Note not tendered , the Issuer shall continue send, by first class mail, a notice to accrue interest;
(4) thateach Holder, unless with a copy to the Company defaults in Trustee, which notice shall govern the payment terms of the Change of Control Payment, Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and Offer. Any amounts remaining after the Change purchase of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with returned by the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, Trustee to the paying agent at the address specified in such notice prior Issuer. The Issuer’s obligation to the close make a Change of business on the fifth Business Day preceding Control Offer will be satisfied if a third party makes the Change of Control Payment Date;
(6) that Holders will be entitled Offer in the manner and at the times and otherwise in compliance with the requirements applicable to withdraw their election if a Change of Control Offer made by the paying agent receives, Issuer and purchases all Notes properly tendered and not later than the close of business on the second Business Day preceding withdrawn under the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereofOffer. The Company Issuer shall comply with applicable tender rules, including the requirements of Rule 14e-1 under the Exchange Act and any other securities applicable laws and regulations thereunder, to the extent such laws and regulations are applicable to the repurchase of the Notes in connection with the purchase of Notes pursuant to a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.174.20, the Company Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture Section 4.20 by virtue of such conflictthereof.
(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer;
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating the Notes or portions thereof tendered to the Company. The paying agent shall promptly deliver to each Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate, subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 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; (ii) in connection with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.6, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
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