Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase. (b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. (c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.07, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations. (d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful: (i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer; (ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor. (e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered. (f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer. (g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 6 contracts
Samples: Seventh Supplemental Indenture (Agilent Technologies Inc), Sixth Supplemental Indenture (Agilent Technologies Inc), Fifth Supplemental Indenture (Agilent Technologies Inc)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that HolderXxxxxx’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.07, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (Agilent Technologies Inc), Fourth Supplemental Indenture (Agilent Technologies Inc), Second Supplemental Indenture (Agilent Technologies Inc)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.062.6, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not includingexcluding, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to global notes, send electronically) a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedmailed (or to the extent permitted or required by applicable DTC procedures or regulations with respect to global notes, sent electronically). The notice shall, if mailed (or to the extent permitted or required by applicable DTC procedures or regulations with respect to global notes, sent electronically) prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.7, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.7 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The In the event that portions of the Senior Notes are properly tendered pursuant to the Obligor’s offer and the Obligor complies with the requirements of Section 2.7(d), the Paying Agent shall promptly mail pay to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Base Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 2 contracts
Samples: First Supplemental Indenture (Verisign Inc/Ca), First Supplemental Indenture (Verisign Inc/Ca)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor Issuer has exercised its right to redeem redeemed the Senior Notes as set forth in Section 2.062.6, the Obligor Issuer shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the ObligorIssuer, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor Issuer shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.7, the Obligor Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.7 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor Issuer shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the ObligorIssuer.
(e) The Paying Agent shall promptly mail or deliver by wire transfer to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor Issuer shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor Issuer and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor Issuer choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Skyworks Solutions, Inc.), Third Supplemental Indenture (Skyworks Solutions, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.062.6, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.7, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.7 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Broadridge Financial Solutions, Inc.), Third Supplemental Indenture (Broadridge Financial Solutions, Inc.)
Change of Control Repurchase. (a) If there is a Change of Control Repurchase Event occurs(the date of such Change of Control being the "Change of Control Date"), unless the Obligor has exercised its right to redeem the Senior Notes as set forth then Company shall promptly thereafter notify each Holder in Section 2.06, the Obligor writing of such occurrence and not later than ten Business Days after such Change of Control Date shall be required to make commence an offer to each Holder repurchase (the "Change of Control Repurchase Offer") all of the Senior outstanding Notes to repurchase all or any part on the Change of Control Payment Date (in excess of $2,000 and in integral multiples of $1,000as defined below) of that Holder’s Senior Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, to the date of repurchase.
repurchase (b) Within 30 days following any and at no other premium). The Change of Control Repurchase Event or, at Offer shall remain open for 20 Business Days following the option date Company mails notice of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior Offer to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on Holders or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are such longer period required by applicable in connection with the repurchase of the Senior Notes as a result law. Notice of a Change of Control Repurchase EventOffer shall be mailed by Company to the Holders of the Notes at their last registered addresses with copies to Collateral Agent. To The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the extent Change of Control Repurchase Offer. The notice shall state:
(1) that the provisions Change of Control Repurchase Offer is being made pursuant to this subsection 2.5C(vi), that Notes may be surrendered in whole or in part (in denominations of $1,000 and integral multiples thereof), and that all Notes tendered will be accepted for payment;
(2) that any securities laws or regulations conflict with this Section 2.07, Notes not tendered will continue to accrue interest;
(3) that any Notes accepted for payment pursuant to the Obligor Change of Control Repurchase Offer shall comply with cease to accrue interest after the applicable securities laws and regulations and shall not be deemed date on which such Notes are paid;
(4) that Holders electing to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following Notes purchased pursuant to a Change of Control Repurchase EventOffer will be required to surrender their Notes, with the form entitled "Option of Holder to Elect Repurchase" on the reverse of the Note completed, to Company prior to the close of business on the expiration date of the Change of Control Repurchase Offer;
(5) that Holders will be entitled to withdraw their election if Company receives, not later than the close of business on the Business Day immediately preceding the expiration date of the Change of Control Repurchase Offer, a telegram telex, facsimile transmission or letter setting forth the name of the Holder, the Obligor shall, principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to the extent lawful:have such Notes purchased;
(i6) that the Holders whose Notes are tendered only in part will be issued Notes representing the unpurchased portion of the Notes surrendered;
(7) the instructions Holders must follow in order to tender their Notes; and
(8) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to pro forma historical financial information after giving effect to such Change of Control, information regarding the persons acquiring control and such person's business plans going forward). On the expiration of the Change of Control Repurchase Offer, Company shall (A) accept for payment all the Senior Notes or portions of the Senior Notes properly thereof tendered pursuant to its offer;
the Change of Control Repurchase Offer, (iiB) deposit with the Paying Agent an amount equal promptly transfer to the aggregate Holders immediately available funds sufficient to pay the purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
thereof so tendered and (iiiC) promptly deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder such Holders a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes the Note surrendered.
(f) The Obligor shall not be required . If the events which give rise to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes Offer cease to exist prior to completion of such an offer in the mannerrepurchase offer, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and then Company shall not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to repurchase any of the Notes and may revoke any offer set forth above (whether before or after acceptance thereof by any Holder) and will not be liable to make an offer the payments set forth above with respect to repurchase the Senior Notes following a Change of Control Repurchase Eventany revoked offer.
Appears in 1 contract
Change of Control Repurchase. (a) If there is a Change of Control Repurchase Event occurs(the ---------------------------- date of such Change of Control being the "Change of Control Date"), unless the Obligor has exercised its right to redeem the Senior Notes as set forth then ---------------------- Company shall promptly thereafter notify each Holder in Section 2.06, the Obligor writing of such occurrence and not later than ten Business Days after such Change of Control Date shall be required to make commence an offer to each Holder repurchase (the "Change of Control ----------------- Repurchase Offer") all of the Senior outstanding Notes to repurchase all or any part on the Change of Control ---------------- Payment Date (in excess of $2,000 and in integral multiples of $1,000as defined below) of that Holder’s Senior Notes at a repurchase purchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, to the date of repurchase.
repurchase (b) Within 30 days following any and at no other premium). The Change of Control Repurchase Event or, at Offer shall remain open for 20 Business Days following the option date Company mails notice of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior Offer to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on Holders or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are such longer period required by applicable in connection with the repurchase of the Senior Notes as a result law. Notice of a Change of Control Repurchase EventOffer shall be mailed by Company to the Holders of the Notes at their last registered addresses with copies to Collateral Agent. To The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the extent Change of Control Repurchase Offer. The notice shall state:
(1) that the provisions Change of Control Repurchase Offer is being made pursuant to this subsection 2.5C(v), that Notes may be surrendered in whole or in part (in denominations of $1,000 and integral multiples thereof), and that all Notes tendered will be accepted for payment;
(2) that any securities laws or regulations conflict with this Section 2.07, Notes not tendered will continue to accrue interest;
(3) that any Notes accepted for payment pursuant to the Obligor Change of Control Repurchase Offer shall comply with cease to accrue interest after the applicable securities laws and regulations and shall not be deemed date on which such Notes are paid;
(4) that Holders electing to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following Notes purchased pursuant to a Change of Control Repurchase EventOffer will be required to surrender their Notes, with the form entitled "Option of Holder to Elect Repurchase" on the reverse of the Note completed, to Company prior to the close of business on the expiration date of the Change of Control Repurchase Offer;
(5) that Holders will be entitled to withdraw their election if Company receives, not later than the close of business on the Business Day immediately preceding the expiration date of the Change of Control Repurchase Offer, a telegram telex, facsimile transmission or letter setting forth the name of the Holder, the Obligor shall, principal amount of Notes the Holder delivered for purchase and a statement that such Holder is withdrawing such Holder's election to the extent lawful:have such Notes purchased;
(i6) that the Holders whose Notes are tendered only in part will be issued Notes representing the unpurchased portion of the Notes surrendered;
(7) the instructions Holders must follow in order to tender their Notes; and
(8) the circumstances and relevant facts regarding such Change of Control (including but not limited to information with respect to pro forma historical financial information after giving effect to such Change of Control, information regarding the persons acquiring control and such person's business plans going forward). On the expiration of the Change of Control Repurchase Offer, Company shall (A) accept for payment all the Senior Notes or portions of the Senior Notes properly thereof tendered pursuant to its offer;
the Change of Control Repurchase Offer, (iiB) deposit with the Paying Agent an amount equal promptly transfer to the aggregate Holders immediately available funds sufficient to pay the purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
thereof so tendered and (iiiC) promptly deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder such Holders a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes the Note surrendered.
(f) The Obligor shall not be required . If the events which give rise to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes Offer cease to exist prior to completion of such an offer in the mannerrepurchase offer, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and then Company shall not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to repurchase any of the Notes and may revoke any offer set forth above (whether before or after acceptance thereof by any Holder) and will not be liable to make an offer the payments set forth above with respect to repurchase the Senior Notes following a Change of Control Repurchase Eventany revoked offer.
Appears in 1 contract
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that HolderXxxxxx’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment repurchase date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.07 or numbered paragraph 7 of the Senior Notes, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 or numbered paragraph 7 of the Senior Notes by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and upon receipt of an Authentication Order, the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Base Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: Third Supplemental Indenture (Agilent Technologies, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.07, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Agilent Technologies Inc)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor Issuer has exercised its right to redeem redeemed the Senior Notes as set forth in Section 2.062.6 or in Section 2.7, the Obligor Issuer shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the ObligorIssuer, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor Issuer shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.8, the Obligor Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.8 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor Issuer shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the ObligorIssuer.
(e) The Paying Agent shall promptly mail or deliver by wire transfer to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor Issuer shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor Issuer and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor Issuer choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: First Supplemental Indenture (Skyworks Solutions, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment repurchase date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.07 or numbered paragraph 8 of the Senior Notes, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 or numbered paragraph 8 of the Senior Notes by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and upon receipt of an Authentication Order, the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Base Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: First Supplemental Indenture (Agilent Technologies, Inc.)
Change of Control Repurchase. (a) If The provisions of Article Thirteen of the Base Indenture shall not apply to the Notes.
(b) Upon the occurrence of a Change of Control Repurchase Event occursTriggering Event, unless each Holder of Notes will have the Obligor right to require that the Company repurchase all or a portion of such Holder’s Notes (except with respect to any Notes held by such Holder in respect of which the Company has exercised its right of redemption pursuant to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder 3.01 hereof and Article Eleven of the Senior Notes Base Indenture by sending a notice of redemption that is not subject to repurchase all or any part conditions) pursuant to Section 3.02(c) hereof (in excess a “Change of $2,000 and in integral multiples of $1,000Control Offer”) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased thereof plus any unpaid interest, if any, accrued and unpaid interest on the Senior Notes repurchased to, but not includingexcluding, the date applicable Change of repurchaseControl Repurchase Date (subject to the right of Holders on the relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the Change of Control Repurchase Date (the “Change of Control Repurchase Price”).
(bc) Within 30 days following any the date upon which the Change of Control Repurchase Triggering Event orshall have occurred, at the option Company must (except with respect to any Notes in respect of which the Company has exercised its right of redemption pursuant Section 3.01 hereof and Article Eleven of the Obligor, prior Base Indenture by sending a notice of redemption that is not subject to any Change of Controlconditions) send, but after the public announcement of the Change of Controlby first class mail, the Obligor shall mail a notice to each HolderHolder of Notes (or, in the case of Global Notes, send such notice in accordance with the Applicable Procedures), with a copy to the Trustee, describing which notice shall govern the transaction or transactions terms of the Change of Control Offer. Such notice shall state:
(1) that constitute or may constitute the Change of Control Offer is being made pursuant to the Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Repurchase Event Price and offering to the repurchase the Senior Notes on the payment date specified in the noticedate, which date shall must be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed. The notice shallmailed (or otherwise transmitted), if mailed prior other than as may be required by law (the “Change of Control Repurchase Date”);
(3) that any Note not tendered will continue to accrue interest;
(4) that any Note accepted for payment pursuant to the date Change of consummation Control Offer shall cease to accrue interest on and after the Change of Control Repurchase Date (unless the Company shall default in the payment of the Change of Control, state Control Repurchase Price of the Notes) and the only remaining right of the Holder with respect to the portion of any Note accepted for payment will be to receive payment of the Change of Control Repurchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that the offer Holders electing to purchase is conditioned on have a portion of a Note repurchased pursuant to a Change of Control Repurchase Event occurring on Offer may only elect to have such Note repurchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof, provided that the remaining principal amount of any such Note surrendered for repurchase in part shall be $100,000 or prior to the payment date specified an integral multiple of $1,000 in the notice.excess thereof;
(c6) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations that if a Holder elects to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as have a result of Note repurchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note duly completed, to the Person and at the address specified in the notice (or, in the case of Global Notes, to surrender the Notes and provide the information required by such form in accordance with the Applicable Procedures) prior to the close of business on the third Business Day prior to the Change of Control Repurchase Event. To Date;
(7) that a Holder will be entitled to withdraw its election if the extent that Company receives, not later than the provisions close of any securities laws business on the third Business Day preceding the Change of Control Repurchase Date, a facsimile transmission or regulations conflict with this Section 2.07letter setting forth the name of such Holder, the Obligor shall comply with the applicable securities laws principal amount of Notes such Holder delivered for repurchase, and regulations and shall not be deemed a statement that such Xxxxxx is withdrawing its election to have breached its obligations under this Section 2.07 by virtue such Notes repurchased; and
(8) that if any Note is repurchased only in part a new Note will be issued in principal amount equal to the unrepurchased portion of compliance with such securities laws or regulationsthe Note surrendered.
(d) On or before the repurchase date following a Change of Control Repurchase EventDate for the Notes, the Obligor shallCompany will, to the extent lawful:
(i1) accept for payment repurchase all the Senior Notes or portions of the Senior Notes properly (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to its offerthe Change of Control Offer, provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $100,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is $100,000;
(ii2) deposit with the a Paying Agent an amount equal to the aggregate purchase price Change of Control Repurchase Price due in respect of all the Senior Notes or portions of the Senior Notes properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Senior Notes properly accepted, together with so accepted for repurchase; and
(4) deliver to the Trustee an Officer’s Certificate stating the aggregate principal amount of Senior that such Notes being purchased or portions thereof were accepted for repurchase by the ObligorCompany in accordance with the applicable provisions of the Indenture.
(e) The Paying Agent No failure of the Company to give the foregoing notices and no defect therein shall promptly mail to each Holder limit the repurchase rights of Senior the Holders of Notes properly tendered or affect the purchase price validity of the proceedings for the Senior Notes, and repurchase of the Trustee shall promptly authenticate and mail (or cause Notes pursuant to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrenderedthis Section 3.02.
(f) The Obligor Company or a Paying Agent, as the case may be, shall promptly remit, mail or deliver (or, in the case of Global Notes, remit or deliver in accordance with the Applicable Procedures) to each tendering Holder an amount equal to the Change of Control Repurchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for repurchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon receipt of a Company Order, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unrepurchased portion of the Note accepted for repurchase (it being understood that, notwithstanding anything in the Indenture to the contrary, no Officer’s Certificate or Opinion of Counsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any new Note not so accepted shall be promptly mailed or delivered (including by book entry transfer) by the Company or the Trustee to the Holder thereof.
(g) Interest on Notes (or portions thereof) validly tendered and not withdrawn pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Repurchase Date (unless the Company shall default in the payment of the Change of Control Repurchase Price of the Notes).
(h) The Company will not be required to make an offer to repurchase a Change of Control Offer for the Senior Notes upon a Change of Control Repurchase Triggering Event if a third party makes such an offer the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer set forth in this Section 3.02 that are applicable to a Change of Control Offer made by the Obligor Company and such third party purchases all Senior Notes properly validly tendered and not withdrawn under its offer.
(g) Should such Change of Control Offer. Notwithstanding anything in the Obligor choose Indenture to exercise its rights under Section 3.02 of the Indenturecontrary, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Offer may be made in advance of a Change of Control or a Change of Control Triggering Event conditioned upon the occurrence of such a Change of Control or Change of Control Triggering Event, if a definitive agreement regarding such Change of Control is in effect at the time of making the Change of Control Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (Sutherland Asset Management Corp)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment repurchase date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.07 or numbered paragraph 8 of the Senior Notes, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 or numbered paragraph 8 of the Senior Notes by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Base Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: Second Supplemental Indenture (Agilent Technologies, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor Company has exercised its right to redeem the Senior Notes as set forth in Section 2.062.03, the Obligor Company shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the ObligorCompany, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor Company shall mail (or send through the facilities of the Depositary, if applicable) a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedmailed or sent. The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.04, the Obligor Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.04 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shallCompany will, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the ObligorCompany.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall Company will not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor Company and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: Third Supplemental Indenture (Keysight Technologies, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that HolderXxxxxx’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment repurchase date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.08 or numbered paragraph 8 of the Senior Notes, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.08 or numbered paragraph 8 of the Senior Notes by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and upon receipt of an Authentication Order, the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Base Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: Second Supplemental Indenture (Agilent Technologies, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.06, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Obligor shall mail send a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment repurchase date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedsent. The notice shall, if mailed sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.07 or numbered paragraph 8 of the Senior Notes, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 or numbered paragraph 8 of the Senior Notes by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.
Appears in 1 contract
Samples: First Supplemental Indenture (Agilent Technologies Inc)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor Company has exercised its right to redeem the Senior Notes as set forth in Section 2.062.03, the Obligor Company shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the ObligorCompany, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor Company shall mail (or send through the facilities of the Depositary, if applicable) a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailedmailed or sent. The notice shall, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.072.04, the Obligor Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 2.04 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shallCompany will, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the ObligorCompany.
(e) The Paying Agent shall promptly mail send to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall will promptly authenticate and mail send (or cause to be transferred by book-entry) to each Holder a new Senior Note note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall Company will not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor Company and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should . In addition, the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer Company’s obligation to repurchase the Senior Notes following upon a Change of Control Repurchase EventEvent may be waived by the Holders of at least a majority of the outstanding Senior Notes affected by the waiver.
Appears in 1 contract
Samples: First Supplemental Indenture (Keysight Technologies, Inc.)
Change of Control Repurchase. (a) If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem the Senior Notes as set forth in Section 2.062.6, the Obligor shall be required to make an offer to each Holder of the Senior Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,0001,000 in excess thereof) of that Holder’s Senior Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Senior Notes repurchased plus any accrued and unpaid interest on the Senior Notes repurchased to, but not including, the date of repurchase.
(b) Within 30 days following any Change of Control Repurchase Event or, at the option of the Obligor, prior to any Change of Control, but after the public announcement of the Change of Control, the Obligor shall mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Senior Notes on the payment date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
(c) The Obligor shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 2.07, the Obligor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 2.07 by virtue of compliance with such securities laws or regulations.
(d) On the repurchase date following a Change of Control Repurchase Event, the Obligor shall, to the extent lawful:
(i) accept for payment all the Senior Notes or portions of the Senior Notes properly tendered pursuant to its offer;
(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all the Senior Notes or portions of the Senior Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Senior Notes being purchased by the Obligor.
(e) The Paying Agent shall promptly mail to each Holder of Senior Notes properly tendered the purchase price for the Senior Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of any Senior Notes surrendered.
(f) The Obligor shall not be required to make an offer to repurchase the Senior Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Obligor and such third party purchases all Senior Notes properly tendered and not withdrawn under its offer.
(g) Should the Obligor choose to exercise its rights under Section 3.02 of the Indenture, it shall no longer be obligated to make an offer to repurchase the Senior Notes following a Change of Control Repurchase Event.Control
Appears in 1 contract
Samples: Second Supplemental Indenture (Broadridge Financial Solutions, Inc.)
