Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the 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 (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 18 contracts
Samples: Second Supplemental Indenture (ADT, Inc.), Fourth Supplemental Indenture (ADT, Inc.), First Supplemental Indenture (ADT, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has exercised its option right to redeem require that the Offered SecuritiesIssuer repurchase such Holder’s Securities in whole or in part in integral multiples of $1,000, it shall be required in accordance with the procedures set forth in this Section 1009 and this Indenture.
(b) Within 30 days of the occurrence of both a Change of Control and a Rating Decline with respect to make an offer the Securities (a “Change of Control OfferTriggering Event”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer), the Company shall Issuer will be required to offer payment make an Offer to Purchase all Outstanding Securities at a price in cash equal to 101% of the aggregate principal amount of Offered the Securities repurchasedon the Purchase Date, plus accrued and unpaid interest, interest (if any, ) to such Purchase Date (subject to the right of Holders of record on the Offered Securities repurchased relevant record date to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities receive interest due on the 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 (a “Change of Control Payment Date”relevant interest payment date). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election The Issuer and the Trustee shall perform their respective obligations for the Offer to accept Purchase as specified in the Change of Control Offer shall be irrevocableOffer. The Change of Control Offer may be accepted for less than Prior to the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful:
Issuer shall (i) accept for payment all Offered Securities or portions of such Offered Securities properly thereof tendered pursuant to the Change of Control Offer;
, (ii) irrevocably deposit with the paying agent an amount equal Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) money sufficient to pay the Change of Control Payment in respect Purchase Price of all Offered Securities or portions of Offered Securities properly tendered; and
thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (iii) deliver or cause to be delivered to the Trustee the Offered all Securities properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements thereof accepted for an offer made payment by the Company Issuer. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the third party purchases all Offered Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities properly tendered and equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not withdrawn under its offeraccepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In additionthe event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on Trustee or the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934Paying Agent, as amended (the “Exchange Act”)case may be, and any other securities laws and regulations thereunder shall deliver the excess to the extent those laws and regulations are applicable in connection with Issuer immediately after the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsPurchase Date.
Appears in 13 contracts
Samples: Indenture (Level 3 Communications Inc), Indenture (Level 3 Communications Inc), Indenture (Level 3 Communications Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has exercised its option right to redeem require that the Offered SecuritiesIssuer repurchase such Holder’s Securities in whole or in part in integral multiples of $1.00, it shall be required in accordance with the procedures set forth in this Section 9.07 and this Indenture.
(b) Within 30 days following the occurrence of both a Change of Control and a Rating Decline with respect to make an offer the Securities within 30 days of each other (a “Change of Control OfferTriggering Event”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer), the Company shall Issuer will be required to offer payment make an Offer to Purchase all Outstanding Securities at a price in cash equal to 101% of the aggregate principal amount of Offered the Securities repurchasedon the Purchase Date, plus accrued and unpaid interest, interest (if any) to, but excluding, such Purchase Date (subject to the right of Holders of record on the Offered Securities repurchased relevant record date to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities receive interest due on the 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 (a “Change of Control relevant Interest Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election The Issuer, the Trustee and/or any designated Paying Agent shall perform their respective obligations for the Offer to accept Purchase as specified in the Change of Control Offer shall be irrevocableor as required hereunder. The Change of Control Offer may be accepted for less than Prior to the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful:
Issuer shall (i) accept for payment all Offered Securities or portions of such Offered Securities properly thereof tendered pursuant to the Change of Control Offer;
, (ii) irrevocably deposit with the paying agent an amount equal applicable Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03) money sufficient to pay the Change of Control Payment in respect Purchase Price of all Offered Securities or portions of Offered Securities properly tendered; and
thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (iii) deliver or cause to be delivered to the Trustee the Offered all Securities properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements thereof accepted for an offer made payment by the Company Issuer. The applicable Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the third party purchases all Offered Trustee shall authenticate and mail or deliver to such Holders a new Security or Securities properly tendered and equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not withdrawn under its offeraccepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In additionthe event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the applicable Paying Agent, the Company Paying Agent, shall not repurchase any Offered Securities if there has occurred and is continuing on deliver the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder excess to the extent those laws and regulations are applicable in connection with Issuer immediately after the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsPurchase Date.
Appears in 8 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has right to require the Issuers to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised its option their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Offered SecuritiesSecurities in accordance with Article 3 of this Indenture, it the Issuers shall be required to make an offer send a notice (a “Change of Control Offer”) to each Holder of with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuers to purchase all or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but not including, the date of repurchase purchase (subject to the right of Holders of record on a “Change of Control Payment”record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the instructions determined by the Issuers, consistent with this Section 4.08, that a “Change of Control Payment Date”). The notice shallHolder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, if mailed prior with an appropriate form duly completed, to the date of consummation of Issuers at the Change of Control, state that the offer to purchase is conditioned on address specified in the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, Offer at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with purchase date. The Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in Trustee or the form of note attached hereto as Exhibit A) duly completed, or Issuers receive not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of withdrawing its election to accept the Change of Control Offer have such Security purchased. Holders whose Securities are purchased only in part shall be irrevocable. The Change of Control Offer may be accepted for less than the entire issued new Securities equal in principal amount to the unpurchased portion of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities surrendered.
(d) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Offered Securities properly accepted together with an Officers’ Certificate stating Issuers shall pay the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedpurchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.08, the Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 Section 4.08(b) applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(g) Prior to any Change of Control Offer, the Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuers to make such offer have been complied with.
(h) The Company Issuers shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.3(3) 4.08 by virtue thereof.
(i) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any compliance with extensions to the extent set forth in the notice of such laws Change of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issuers, or regulationsany third party making a Change of Control Offer in lieu of the Issuers, purchase all of the Securities validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
Appears in 6 contracts
Samples: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to the Securities, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.02 by giving irrevocable notice to the Trustee in accordance with the Indenture, it each holder of Securities shall be required have the right to make an require the Company to purchase all or a portion of such holder’s Securities pursuant to the offer described in this Section 1.03 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of holders of Securities on the relevant record date to receive interest due on the relevant Interest Payment Date.
(b) Unless the Company has exercised its right to redeem the Securities, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Securities or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall be required to send, by first class mail, a notice shall be mailed to each holder of Securities, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such notice shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallnotice, if mailed sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Securities pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon with respect to the occurrence of a Change of Control Triggering Event Securities if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fe) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Offer provisions of the Securities, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Offer provisions of the Securities by virtue of any compliance with such laws or regulationsconflict.
(f) As used herein:
Appears in 6 contracts
Samples: Sixth Supplemental Indenture (Freeport-McMoran Inc), Seventh Supplemental Indenture (Freeport-McMoran Inc), Third Supplemental Indenture (Freeport-McMoran Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option mailed or electronically delivered, or has caused to redeem be mailed or electronically delivered, a notice of redemption pursuant to paragraph 6 of the Offered SecuritiesNotes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchaserequire the Company to repurchase such Holder’s Notes, in whole or in part, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase such purchase (a “Change subject to the right of Control Payment”Noteholders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of such purchase). , in accordance with the terms set forth in this Section 4.8.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Company has previously or concurrently mailed or electronically delivered a redemption notice with respect to any Change of Control, but after public announcement all outstanding Notes pursuant to paragraph 6 of the transaction that constitutes Notes, the Company shall mail by first-class mail, or may constitute electronically deliver if the Change of ControlNotes are held by the Depository, a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of purchase);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or electronically delivered, except in the case of a “conditional Change of Control Payment Date”Offer made in advance of a Change of Control Triggering Event pursuant to Section 4.8(f). The notice shall, if mailed prior to which, in the Company’s discretion, may provide that the purchase date of consummation shall be delayed until a date that is no later than 90 days after the occurrence of the Change of ControlControl Triggering Event;
(4) if the notice is mailed or electronically delivered prior to a Change of Control Triggering Event, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(5) the instructions, as determined by the Company, consistent with this Section 4.8, that the Holder must follow in order to the Change of Control Payment Datehave that Holder’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Company at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallunder this Section 4.8 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Notwithstanding the foregoing provisions of this Section 4.8, the Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.8 applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) The Company shall comply with the requirements A Change of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Control Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, and may be conditional upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.8. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)Section, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.8 by virtue of any its compliance with such securities laws or regulations.
Appears in 5 contracts
Samples: Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occurswith respect to the Securities, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.02 by giving irrevocable notice to the Trustee in accordance with the Indenture, it each holder of Securities shall be required have the right to make an require the Company to purchase all or a portion of such holder’s Securities pursuant to the offer described in this Section 1.03 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of holders of Securities on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Securities, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Securities or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall be required to send, by first class mail, a notice shall be mailed to each holder of Securities, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such notice shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallnotice, if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Securities pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon with respect to the occurrence of a Change of Control Triggering Event Securities if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fe) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Offer provisions of the Securities, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Offer provisions of the Securities by virtue of any compliance with such laws or regulationsconflict.
(f) As used herein:
Appears in 4 contracts
Samples: Sixth Supplemental Indenture (Freeport-McMoran Inc), Eighth Supplemental Indenture (Freeport-McMoran Inc), Fifth Supplemental Indenture (Freeport-McMoran Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder will have the Company right to require the Issuer to purchase all or any part of such Holder’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the purchase date), except to the extent the Issuer has previously elected to redeem all of the Notes pursuant to Section 5.1.
(b) Prior to or within 30 days following any Change of Control Triggering Event, except to the extent that the Issuer has exercised its option right to redeem all the Offered SecuritiesNotes as described under Section 5.1, it the Issuer shall be required to make an offer deliver a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee and the Paying Agent, or otherwise in accordance with the procedures of the Offered Securities to repurchaseDTC, at the Holder’s election, all or any part describing:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control OfferTriggering Event has occurred or, if the Change of Control Offer is being made in advance of a Change of Control Triggering Event, that a Change of Control Triggering Event is expected to occur, and that such Holder has, or upon such occurrence will have, the Company shall be required right to offer payment require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to (but not including) the date of repurchase purchase (subject to the right of Holders of record on a “Change of Control Payment”Record Date to receive interest on the relevant Interest Payment Date falling prior to or on the purchase date). Within 30 days following any ;
(ii) the transaction or transactions that constitute, or are expected to constitute, such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed delivered, except that such notice may be given more than 60 days prior to the purchase date if the purchase price is delayed as provided in clause (a ix) of this Section 3.7(b) (the “Change of Control Payment Date”). The notice shall, if mailed prior ;
(iv) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(v) that unless the date of consummation Issuer defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(bvi) In order that Holders electing to accept have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission transmission, e-mail or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of Notes tendered for purchase, and a statement that such Offered SecurityHolder is withdrawing its tendered Notes and its election to have such Notes purchased;
(iiiviii) the principal amount of such Offered Security to be repurchased;
that if a Holder (iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by other than a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted a Global Note) is tendering for purchase less than all of its Notes, the entire Issuer will issue new Notes and such new Notes will be equal in principal amount to the unpurchased portion of an Offered Security, but in that event the principal amount Notes surrendered and the unpurchased portion of such Offered Security remaining outstanding after repurchase the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;
(ix) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and that the Change of Control Payment Date may, in the Issuer’s discretion, be delayed until such time as the Change of Control Triggering Event; and
(x) the other instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its Notes purchased. While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes to be made through the facilities of DTC, in accordance with the rules and regulations thereof.
(c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Paying Agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Paying Agent receives not later than prior to the expiration of the Change of Control Offer, a telegram, telex facsimile transmission or letter setting forth the name of the Holder, the principal amount at maturity of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his selection to have such Note purchased.
(d) On the Change of Control Payment Date, all Notes purchased by the Company shallIssuer under this Section 3.7 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay through the Paying Agent the purchase price plus accrued and unpaid interest, if any, to, but not including the Change of Control Payment Date, to the Holders entitled thereto. With respect to any Note purchased in part (other than a Global Note), the Issuer shall issue a new Note in a principal amount equal at maturity to the unpurchased portion of the original Note in the name of the Holder upon cancellation of the original Note.
(e) The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer.
(f) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.
(g) The Issuer will comply, to the extent lawful:applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.7. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.7, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.7 by virtue of such compliance.
(h) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event.
(i) On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,
(i) accept for payment all Offered Securities Notes issued by the Issuer or portions of such Offered Securities properly thereof validly tendered and not validly withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities properly thereof so tendered; and
(iii) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Offered Securities properly Notes so accepted together with an Officers’ Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
(j) Notwithstanding the foregoing, in connection with any Change of Control, if at least 90% of the Notes outstanding are validly tendered and not validly withdrawn in such Change of Control Offer and the Issuer, or a third party making such Change of Control Offer, purchases all of the Notes validly tendered and not validly withdrawn, the Issuer will have the right, upon notice given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to (but not including) the Redemption Date (subject to the right of Offered Securities or portions holders of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing record on the Change of Control relevant Record Date to receive interest due on the relevant Interest Payment Date an Event of Default under falling prior to or on the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Eventredemption date).
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 4 contracts
Samples: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with this Indenture, it each Holder of the Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice shall be mailed to each Holder of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, .
(e) The Notice of Change of Control Offer shall describe the Company shall not repurchase any Offered Securities if there has occurred transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is continuing on being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date an Event of Default under Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Indenture, other than a default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) 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, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer 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 his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) The On the Change of Control Payment Date, the Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934will, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.Offer;
Appears in 4 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has right to require the Issuers to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised its option their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Offered SecuritiesSecurities in accordance with Article 3 of this Indenture, it the Issuers shall be required to make an offer send a notice (a “Change of Control Offer”) to each Holder of with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuers to purchase all or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (subject to the right of Holders of record on a “Change of Control Payment”record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(iv) the instructions determined by the Issuers, consistent with this Section 4.08, that a “Change of Control Payment Date”). The notice shallHolder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased shall be required to surrender the Security, if mailed prior with an appropriate form duly completed, to the date of consummation of Issuers at the Change of Control, state that the offer to purchase is conditioned on address specified in the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, Offer at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with purchase date. The Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in Trustee or the form of note attached hereto as Exhibit A) duly completed, or Issuers receive not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of withdrawing its election to accept the Change of Control Offer have such Security purchased. Holders whose Securities are purchased only in part shall be irrevocable. The Change of Control Offer may be accepted for less than the entire issued new Securities equal in principal amount to the unpurchased portion of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities surrendered.
(d) On the Change of Control Payment Datepurchase date, all Securities purchased by the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to Issuers under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Offered Securities properly accepted together with an Officers’ Certificate stating Issuers shall pay the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedpurchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.08, the Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 Section 4.08(b) applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) At the time the Issuers deliver Securities to the Trustee that are to be accepted for purchase, the Issuers shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(g) Prior to any Change of Control Offer, the Issuers shall deliver to the Trustee an Officer’s Certificate stating that all conditions precedent contained herein to the right of the Issuers to make such offer have been complied with.
(h) The Company Issuers shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.3(3) 4.08 by virtue thereof.
(i) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any compliance with extensions to the extent set forth in the notice of such laws Change of Control Offer).
(j) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issuers, or regulationsany third party making a Change of Control Offer in lieu of the Issuers, purchase all of the Securities validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 30 nor more than 60 days’ prior notice, which notice must be given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Securities that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
Appears in 4 contracts
Samples: Indenture (Safeway Stores 42, Inc.), Indenture (Safeway Stores 42, Inc.), Indenture (Albertsons Companies, Inc.)
Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (athe “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, thereon to the date of purchase (the “Change of Control Payment”) If a in accordance with the procedures set forth below. Within 30 days following the date on which the Change of Control Triggering Event occurs, unless the Company has exercised its option must send by first-class mail, or otherwise deliver to redeem each Holder in accordance with the Offered Securitiesapplicable procedures of the Depository Trust Company, it a notice to each Holder, with a copy to the Trustee, which notice shall be required to make an offer (a “govern the terms of the Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a Such notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction state:
(1) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 4.07 and offering to repurchase such Offered Securities on the date specified in the notice, which date that all Notes tendered shall be accepted for payment;
(2) the Change of Control Payment and the purchase date (which shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date.;
(b5) In order that Holders accepting the offer to accept have their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control OfferPayment Date;
(6) that Holders shall be entitled to withdraw their acceptance if the Paying Agent receives, not later than the Holder must deliver (or otherwise comply with alternative instructions in accordance with close of business on the procedures of the Depositary) to the paying agent, at least five third Business Days prior to Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of the Notes delivered for purchase, and a statement that such Offered SecurityHolder is withdrawing his election to have such Notes purchased;
(iii7) the that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of such Offered Security to be repurchasedthe Notes surrendered;
(iv) the certificate number or 8) any other procedures that a description of the tenor and terms of such Offered Security;
(v) Holder must follow to accept a statement that the Holder is accepting the Change of Control OfferOffer or effect withdrawal of such acceptance; and
(vi9) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by name and address of the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocablePaying Agent. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i1) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
, (ii2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
, and (iii3) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made purchased by the Company and Company. Subject to applicable Depository procedures with respect to Global Notes, the third party purchases all Offered Securities Paying Agent shall as promptly as practicable mail to each Holder of Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under for such Notes, and the Indenture, other than Company and the Trustee shall as promptly as practicable execute and authenticate and mail (or cause to be transferred by book entry) to each Holder a default new Note in the payment principal amount equal to any unpurchased portion of the Change Notes surrendered, if any; provided however, that each such new Note shall be in a principal amount of Control Payment upon a Change $2,000 or an integral multiple of Control Triggering Event.
(f) $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.07, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 1.3(3) 4.07 by virtue of any compliance with such laws or regulationsthereof.
Appears in 4 contracts
Samples: Indenture (CNH Industrial Capital LLC), Indenture (CNH Capital LLC), Indenture (CNH Capital LLC)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described in Section 3.1 hereof, it the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the repurchase date of repurchase (a “Change of Control Payment”), subject to the rights of the Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed (or otherwise electronically delivered) to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the repurchase date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (or otherwise electronically delivered) (a “Change of Control Payment Date”). .
(b) The notice shall, if mailed (or otherwise electronically delivered) prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to or on the applicable Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained Date specified in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datenotice.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the any applicable Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Company, and the third party purchases repurchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 1.3(3) the Change of Control Offer provisions of the Notes by virtue of any compliance with such laws or regulationsconflict.
Appears in 4 contracts
Samples: Ninth Supplemental Indenture (Avery Dennison Corp), Seventh Supplemental Indenture (Avery Dennison Corp), Sixth Supplemental Indenture (Avery Dennison Corp)
Change of Control Triggering Event. (a) If Upon a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company right to require the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuer shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that it has exercised its option right to redeem such Securities in accordance with Article 3 of this Indenture. In the event that at the time of such Change of Control Triggering Event the terms of any Bank Indebtedness restrict or prohibit the repurchase of Securities pursuant to this Section 4.08, then prior to the mailing or sending electronically of the notice to the Holders provided for in Section 4.08(b) but in any event within 30 days following any Change of Control Triggering Event, the Issuer shall (i) repay in full all such Bank Indebtedness or, if doing so will allow the purchase of Securities, offer to repay in full all Bank Indebtedness and repay all such Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing such Bank Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b).
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuer has exercised its right to redeem the Offered SecuritiesSecurities in accordance with Article 3 of this Indenture, it the Issuer shall be required to make an offer mail or send electronically a notice (a “Change of Control Offer”) to each Holder of with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereof1) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuer to repurchase such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased interest to the date of repurchase (subject to the right of the Holders of record on a “Change of Control Payment”record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(2) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event or, at Event;
(3) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the instructions determined by the Issuer, consistent with this Section 4.08, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Securities purchased.
(bc) In order Holders electing to accept have a Security purchased shall be required to surrender the Change of Control OfferSecurity, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Issuer at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with purchase date. The Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in Trustee or the form of note attached hereto as Exhibit A) duly completed, or Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange sent to the address specified in Section 13.02 or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company set forth in the United States notice described in Section 4.08(b) setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) that was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that withdrawing his election to have such Offered Security, together with the form entitled “Election Form” duly completed, will Security purchased. Holders whose Securities are purchased only in part shall be received by the paying agent at least five Business Days prior issued new Securities equal in principal amount to the Change unpurchased portion of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities surrendered.
(d) On the purchase date, all Securities purchased by the Issuer under this Section shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) A Change of Control Payment DateOffer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control, if a definitive agreement is in place for the Company shall, to Change of Control at the extent lawful:
(i) accept for payment all Offered Securities or portions time of such Offered Securities properly tendered pursuant to making of the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(ef) The Company Notwithstanding the other provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 4.08 applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall Issuer or such third party will have the right, upon not repurchase any Offered Securities if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event of Default under the IndentureOffer described above, other than to redeem all Securities that remain outstanding following such purchase at a default price in the payment cash equal to 101% of the Change principal amount thereof plus accrued and unpaid interest to but excluding the date of Control Payment upon redemption.
(h) Securities repurchased by the Issuer pursuant to a Change of Control Triggering EventOffer will have the status of Securities issued but not outstanding or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to the preceding clause (f) or (g) will have the status of Securities issued and outstanding.
(fi) At the time the Issuer delivers Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(j) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.
(k) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.08 by virtue of any compliance with such laws or regulationsthereof.
Appears in 4 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the Offered Securities right to repurchase, at require the Holder’s election, Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and unpaid interestinterest and Special Interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a “subject to the right of Holders of record on the relevant record date to receive interest and Special Interest, if applicable, due on the relevant interest payment date that is on or prior to the Change of Control Payment”Payment Date (defined below)). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Company will mail a notice (the “Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, Control Offer”) to each registered Holder with a notice shall be mailed copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to repurchase require the Company to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest and Special Interest, if any, to the date of purchase (the “Change of Control Payment Date”) (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date specified in that is on or prior to the notice, Change of Control Payment Date) (the “Change of Control Payment”);
(2) the purchase date (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed) (a the “Change of Control Payment Purchase Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi3) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received procedures determined by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by Company, consistent with this Indenture, that a Holder of must follow in order to have its election to accept the Change of Control Offer shall be irrevocableNotes purchased. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
purchased by the Company. On the Change of Control Payment Date, the Paying Agent will mail to each Holder of Notes properly tendered the Change of Control Payment for such Note (eor, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest and Special Interest, if applicable, on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. The Company shall will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant to the Change of Control Offer. The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given under this Indenture pursuant to the optional redemption provisions in paragraph 5 of the Notes. A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, including Rule 14e-1, and any other securities laws or regulations to in connection with the repurchase of Notes pursuant to this Section 3.9. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue of such compliance. The Trustee shall be under no obligation to ascertain the occurrence of a Change of Control Triggering Event if a third party makes such an offer or to give notice with respect thereto. The Trustee may conclusively assume, in the mannerabsence of written notice to the contrary from the Company, at or a Holder or Holders of Notes, that no Change of Control Triggering Event has occurred. In the times event that Holders of not less than 90% of the aggregate principal amount of the Notes accept a Change of Control Offer and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In additionof the Notes held by such Holders, the Company shall will have the right, upon not repurchase any Offered Securities if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to a Change of Control Offer, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment Date an Event of Default under plus, to the Indenture, other than a default extent not included in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with Payment, accrued and unpaid interest and Special Interest, if any, on the requirements of Rule 14e-1 under the Securities Exchange Act of 1934Notes that remain outstanding, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with Redemption Date (subject to the repurchase right of Holders on the Offered Securities as a result of a Change of Control Triggering Event. To relevant record date to receive interest due on the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3relevant interest payment date), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 3 contracts
Samples: Indenture (Mariner Energy Inc), Indenture (Mariner Energy Inc), Indenture (Mariner Energy Resources, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its option previously or concurrently mailed a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Company shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with a copy to the Trustee (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the right to require the Company shall be required to offer payment purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;; and
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Securityinstructions, together with the form entitled “Election Form” duly completed, will be received as determined by the paying agent at least five Business Days prior Company, consistent with this Section 4.9, that a Holder must follow in order to the Change of Control Payment Datehave its Notes purchased.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer) or (ii) a notice of Default under the Indenture, other than a default in the payment of the redemption that is or has become unconditional has been given pursuant to Section 3.4.
(d) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(fe) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(f) On the purchase date, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(g) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has Issuers have exercised its option their right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus thereof together with accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Issuers must (unless the Issuers have exercised their right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Issuers receive, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the Company shallname of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Issuers will, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Issuers in accordance with the applicable provisions of this Indenture.
(d) The Issuers, the depositary, if any, appointed by the Issuers for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Issuers for purchase. Further, the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be promptly mailed or delivered (including by book-entry transfer) by the Issuers or the Trustee to the Holder thereof.
(e) 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 Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall Issuers will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 3 contracts
Samples: Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of at a price in cash (the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change purchase, subject to the right of Control Payment”)Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, except to the extent the Company has elected to redeem the Notes under Section 1101 of this Indenture. Within 30 60 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to any Change the consummation of Control, such change of control but after public announcement of the transaction that constitutes or may constitute the Change of Controlit is publicly announced, a notice shall be mailed and except to the Trustee and extent the Company has elected to redeem the Holders Notes under Section 1101 of this Indenture, the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Company shall send notice of such Change of Control Triggering Event and offering Offer electronically or by first-class mail, with a copy to repurchase the Trustee, to each Holder to the address of such Offered Securities on the date specified Holder appearing in the noticeNote Register with a copy to the Trustee, with the following information:
(1) a Change of Control Offer is being made pursuant to this Section 1017 and all Notes properly tendered pursuant to such Change of Control Offer shall be accepted for payment;
(2) the purchase price and the purchase date, which date shall be no earlier than 30 10 days and no nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior ;
(3) any Note not properly tendered shall remain Outstanding and continue to accrue interest;
(4) unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer shall cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order Holders electing to accept the have any Notes purchased pursuant to a Change of Control OfferOffer shall be required to surrender the Notes, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures form entitled “Option of Holder to Elect Purchase” on the reverse of the Depositary) Notes completed, to the paying agent, Paying Agent specified in the notice at least five Business Days the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the Paying Agent receives, its Offered Security together with not later than the form entitled “Election Form” (which form is contained in close of business on the form last day of note attached hereto as Exhibit A) duly completedthe offer period, an electronic or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of Notes tendered for purchase, and a statement that such Offered SecurityHolder is withdrawing its tendered Notes and its election to have such Notes purchased;
(iii7) the Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description unpurchased portion of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered SecurityNotes surrendered, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and
(8) if the notice is sent before a Change of Control Triggering Event, that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring.
(b) While the Notes are in global form and the Company makes a Change of Control Offer, a Holder may exercise its option to elect for the purchase or withdrawal of the Notes through the facilities of the Depository, subject to its rules and regulations.
(c) 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:permitted by law,
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities thereof properly tendered pursuant to the Change of Control Offer;
(ii2) unless deposited before the Change of Control Payment Date, deposit with the paying agent Paying Agent no later than 10:00 a.m. New York City time an amount equal to the aggregate Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities properly tenderedthereof so tendered and accepted for payment; and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Offered Securities properly Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities that such Notes or portions of Offered Securities being repurchasedthereof have been tendered to and purchased by the Company.
(e) The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes tendered and accepted for payment, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if (1) a third party makes such an offer the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements for an offer set forth in this Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer or (2) a notice of Default under redemption has been given for all of the Notes pursuant to Section 1106 of this Indenture, other than unless and until there is a default in the payment of the Change of Control Payment upon a Change of Control Triggering Eventapplicable Redemption Price.
(fg) The Company shall comply with the requirements provisions of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder this Section 1017 relating to the extent those laws and regulations are applicable in connection with Company’s obligation to make an offer to repurchase the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To Event may be waived or modified with the extent that written consent of the provisions Holders of any such securities laws or regulations conflict with this Section 1.3(3), a majority in principal amount of the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsOutstanding Notes.
Appears in 3 contracts
Samples: Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its option previously or concurrently mailed or delivered a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Company shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with a copy to the Trustee (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the right to require the Company shall be required to offer payment purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”or delivered). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;; and
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Securityinstructions, together with the form entitled “Election Form” duly completed, will be received as determined by the paying agent at least five Business Days prior Company, consistent with this Section 4.9, that a Holder must follow in order to the Change of Control Payment Datehave its Notes purchased.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer or (ii) a notice of Default under the Indenture, other than a default in the payment of the redemption that is or has become unconditional has been given pursuant to Section 3.4.
(d) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(fe) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(f) On the purchase date, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(g) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has Issuers have exercised its their option to redeem the Offered Securities, it the Issuers shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company Issuers shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s Issuers’ option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the 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 (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit AC) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company Issuers shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuers and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company Issuers shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the this Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company Issuers shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)5.03, the Company Issuers shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 5.03 by virtue of any compliance with such laws or regulations.
Appears in 3 contracts
Samples: Indenture (ADT Inc.), Indenture (ADT Inc.), Indenture (ADT Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes as described in Section 3.01 or Section 3.02, it shall be required holders of Notes will have the right to make an offer (a “Change of Control Offer”) require the Company to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to holders of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order . The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to accept the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control OfferTriggering Event provisions of the Notes, the Holder must deliver (or otherwise Company will comply with alternative instructions in accordance with the procedures of the Depositary) applicable securities laws and regulations and will not be deemed to the paying agent, at least five Business Days prior to have breached its obligations under this Section 3.03 or the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name Triggering Event provisions of the Holder Notes by virtue of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocableconflicts. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
. The Paying Agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for the Notes, and the Trustee will promptly authenticate and mail (eor cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of U.S. $2,000 or an integral multiple of U.S. $1,000 in excess thereof. The Company shall will not be required to make a Change of Control Offer an offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 3 contracts
Samples: Supplemental Indenture (Danaher Corp /De/), Supplemental Indenture (Danaher Corp /De/), Supplemental Indenture (Danaher Corp /De/)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder will have the right to require the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, purchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased interest to the date of repurchase (purchase, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date; provided, however, that notwithstanding the occurrence of a “Change of Control Payment”). Triggering Event, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has exercised its right to redeem all the Notes under Section 3.07.
(b) Within 30 45 days following any Change of Control Triggering Event Event, the Company shall mail, or cause to be mailed, or, at in the Company’s optioncase of Global Notes, prior to any Change of Control, but after public announcement send in accordance with the applicable procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase all or a portion of such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the Change of Control Purchase Date (subject to the right of Holders of record on the relevant record date specified in to receive interest on the noticerelevant Interest Payment Date);
(2) the purchase date (the “Change of Control Purchase Date”), which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent; and
(3) the instructions determined by the Company, consistent with this covenant, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order Holders electing to accept have a Note purchased shall be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Company at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Purchase Date, its Offered Security together with . Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Company receives not later than one Business Days Day prior to the Change of Control Payment Date.
(c) Any exercise by Purchase Date a Holder facsimile transmission or letter setting forth the name of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered SecurityHolder, but in that event the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Offered Security remaining outstanding after repurchase must Holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to $2,000 or an integral multiple the unpurchased portion of $1,000 in excess thereofthe Notes surrendered.
(d) On the Change of Control Payment Purchase Date, all Notes purchased by the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to under this Section 4.14 shall be delivered to the Trustee for cancellation, and the Offered Securities properly accepted together with an Officers’ Certificate stating Company shall pay the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedpurchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) The Notwithstanding the foregoing provisions of this Section 4.14, the Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 4.14 applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything to the Indenturecontrary contained herein, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, with the obligation to pay and the timing of payment conditioned upon the consummation of the Change of Control Triggering Event, if a definitive agreement to effect a Change of Control is in place at the time of the Change of Control Offer.
(f) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.14. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(g) Prior to any Change of Control Offer, the Company shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with.
(h) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of such redemption.
(i) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.14. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.14, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.14 by virtue of any compliance with such laws or regulationsthereof.
Appears in 3 contracts
Samples: Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.), Indenture (Qorvo, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.1(6) hereof or Section 14.01 of the Base Indenture, it each Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be required at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to make an offer Section 1.3(3)(b) hereof (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase.
(a “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall send, by first class mail, a notice shall be mailed to each Holder, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail Change of Control Offer. Such notice shall describe the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase such this Section 1.3(3) of this Fourth Supplemental Indenture;
(B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities Securities, the purchase price and, that on the date specified in the such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shall, the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.;
(bD) In order that any Offered Security not tendered or accepted for payment shall continue to accept accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures form entitled “Option of Holder to Elect Purchase” on the reverse of the Depositary) Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the paying agent, agent at least five Business Days the address specified in the notice prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(iiH) that Holders shall be entitled to withdraw their election if the principal amount Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(I) that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and
(viJ) a guarantee the CUSIP number, if any, printed on the Offered Securities being repurchased and that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior no representation is made as to the Change correctness or accuracy of Control Payment Datethe CUSIP number, if any, listed in such notice or printed on the Offered Securities.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3), the Company shall comply with those the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsthereof.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Tyco Electronics Ltd.), Fourth Supplemental Indenture (Covidien Ltd.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes as described in Section 3.01, it shall be required holders of Notes will have the right to make an offer (a “Change of Control Offer”) require the Company to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to holders of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) In order to accept Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control OfferTriggering Event provisions of the Notes, the Holder must deliver (or otherwise Company will comply with alternative instructions in accordance with the procedures of the Depositary) applicable securities laws and regulations and will not be deemed to the paying agent, at least five Business Days prior to have breached its obligations under the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name Triggering Event provisions of the Holder Notes by virtue of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocableconflicts. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating accepted. The paying agent will promptly mail to each holder of Notes properly tendered the aggregate purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of Offered Securities U.S. $2,000 or portions an integral multiple of Offered Securities being repurchased.
(e) U.S. $1,000 in excess thereof. The Company shall will not be required to make a Change of Control Offer an offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 2 contracts
Samples: Supplemental Indenture (Starwood Hotel & Resorts Worldwide Inc), Supplemental Indenture (Starwood Hotel & Resorts Worldwide Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem all of the Offered SecuritiesNotes as described under paragraph 6 of the applicable Notes Supplemental Indenture and all conditions precedent applicable to such redemption have been satisfied, it each Holder shall have the right to require the Company to repurchase all or any part (in integral multiples of $1,000 except that no Note may be required tendered in part if the remaining principal amount would be less than $2,000) of such Holder’s Notes at a purchase price in cash equal to make an offer 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is prior to the relevant redemption date).
(b) Prior to or within 30 days following any Change of Control Triggering Event, except to the extent the Company has exercised its right to redeem all of the Notes under paragraph 6 of the applicable Notes Supplemental Indenture, the Company shall mail a notice (the “Change of Control Offer”) to each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the Offered Securities to repurchaseTrustee, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Offer is being made and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Company shall be required to offer payment at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, such Notes plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date that is prior to the relevant redemption date) (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at ;
(ii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise delivered in accordance with the applicable procedures of DTC) (a the “Change of Control Payment Date”). The notice shall;
(iii) the procedures determined by the Company, if mailed prior consistent with this Indenture, that a Holder must follow in order to have its Notes repurchased;
(iv) that any Notes not tendered will continue to accrue interest in accordance with the date terms of consummation this Indenture;
(v) that, unless the Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(bvi) In order that Holders will be entitled to accept withdraw their election if the Change Paying Agent receives, not later than the close of Control Offer, business on the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five second Business Days prior to Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of the Notes delivered for purchase and a statement that such Offered SecurityHolder is unconditionally withdrawing its election to have such Notes purchased;
(iiivii) If such notice is delivered prior to the principal amount occurrence of such Offered Security to be repurchased;
(iv) the certificate number or a description Change of the tenor and terms of such Offered Security;
(v) a statement Control Triggering Event, stating that the Holder is accepting the Change of Control Offeris conditional on the occurrence of such Change of Control Triggering Event; and
(viviii) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, Holders whose Notes are being purchased only in part will be received by the paying agent at least five Business Days prior issued new Notes equal in principal amount to the Change unpurchased portion of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered SecurityNotes surrendered, but in that event the principal amount of such Offered Security remaining outstanding after repurchase which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof.
(dc) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes (in principal amounts of $2,000 or larger integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities properly Notes validly tendered; and
(iii) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedpurchased by the Company.
(d) The Paying Agent shall promptly submit electronically or mail to each Holder of Notes so tendered the Change of Control Payment for such 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 Note (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate will be required for the Trustee to authenticate or deliver such new Note) equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer or (ii) a notice of Default under redemption for all of the Indenture, other than outstanding Notes has been given pursuant to this Indenture unless and until there is a default in the payment of the applicable redemption price, plus accrued and unpaid interest to, but excluding, the proposed Redemption Date. Notwithstanding anything to the contrary herein, a Change of Control Payment Offer may be made in advance of a Change of Control Triggering Event, conditional upon a such Change of Control Triggering Event.
(f) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the pursuant to Section 3.9, purchases all of the Notes validly tendered and not withdrawn by such Holders in such Change of Control Offer, all of the Holders of Notes will be deemed to have consented to such tender offer or other offer, and, accordingly, the Company or such third party may elect, upon not less than 15 nor more than 60 days’ prior notice, to redeem all Notes that remain outstanding following the consummation of the Change of Control Offer at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding, the applicable redemption date; provided that the Company or the applicable third party must provide any such notice of redemption within 30 days following the Change of Control Payment Date.
(g) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)Indenture, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under described in this Section 1.3(3) Indenture by virtue of any compliance with such laws or regulationscompliance.
Appears in 2 contracts
Samples: Indenture (F&G Annuities & Life, Inc.), Indenture (FGL Holdings)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Issuer has exercised its option mailed or electronically delivered, or has caused to redeem be mailed or electronically delivered, a notice of redemption pursuant to paragraph 7 of the Offered SecuritiesNotes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it each Holder shall be required have the right to make an offer require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash (a the “Change of Control OfferPayment”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the date of repurchase such purchase (a “Change subject to the right of Control Payment”Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with the terms set forth in this Section 4.13.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Issuer has previously or concurrently mailed or electronically delivered or caused to any Change of Control, but after public announcement be mailed or electronically delivered a redemption notice with respect to all outstanding Notes pursuant to paragraph 7 of the transaction that constitutes Notes, the Issuer shall mail by first-class mail or may constitute the Change of Controlelectronically deliver, or cause to be mailed by first-class mail or electronically delivered, a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but not including, the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date shall be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(4) if the notice is mailed or electronically delivered prior to a “Change of Control Payment Date”). The notice shallTriggering Event, if mailed prior to the date of consummation of that the Change of Control, state that the offer to purchase Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(5) the instructions, as determined by the Issuer, consistent with this Section 4.13, that the Holder must follow in order to the Change of Control Payment Datehave that Holder’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Issuer at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.13 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.13, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Offer.
(f) A Change of Control Payment Offer may be made in advance of a Change of Control, and may be conditional upon the occurrence of a Change of Control or a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(fg) If Holders of not less than 90% in principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 15 days nor more than 60 days’ prior notice, provided that such notice is given within 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the applicable Change of Control Payment in respect of the Second Change of Control Payment Date plus accrued and unpaid interest, if any, to but not including the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(h) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.13, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.13 by virtue of any its compliance with such securities laws or regulations.
Appears in 2 contracts
Samples: Indenture (Hess Midstream LP), Indenture (Hess Midstream LP)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes of such series, it the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchaserepurchase all or, at the Holder’s electionoption, all or any part (equal to $1,000 2,000 or an integral any multiple of $1,000 in excess thereof) of that each Holder’s Offered Securities on the terms set forth herein. In a Change Notes of Control Offer, the Company shall be required to offer payment in cash equal to such series at 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but not including, the date of repurchase purchase (a the “Change of Control PaymentPurchase Price”). ) in accordance with the procedures set forth in this Section 4.01.
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall make the Change of Control Offer by mailing, or causing to be mailed, a notice shall be to all Holders of Notes of such series (with a copy mailed to the Trustee and to the Holders of the Offered Securities Trustee) describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”)mailed. The notice shallnotice, if mailed prior to the date of consummation of the Change of Control, will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datepayment date.
(c) Any exercise by a Holder On the payment date of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than Purchase Price as specified in the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Datenotice, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment Purchase Price in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tenderedtendered and not withdrawn pursuant to the Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedpurchased by the Company.
(d) The Paying Agent shall promptly mail to each Holder who properly tendered Notes pursuant to the Change of Control Offer, the Change of Control Purchase Price for such Notes, and the Trustee shall promptly authenticate and mail (or cause to 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 new Note will be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer a Change of Control Offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In additionthe event that such third party terminates or defaults on its offer, the Company shall make a Change of Control Offer treating the date of such termination or default as though it were the date of such Change of Control Triggering Event.
(f) The Company will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date relevant payment date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment Purchase Price upon a Change of Control Triggering Event.
(fg) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions provision of any such securities laws or regulations conflict conflicts with this Section 1.3(3)the offer provisions in respect of a Change of Control of the Notes, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) such offer provisions by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Supplemental Indenture (Xylem Inc.), Supplemental Indenture (Xylem Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all of the Offered Securities outstanding Notes as described in Section 3.01 of the Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with procedures required by the paying agent an amount equal to the Change of Control Payment Indenture and described in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) such notice. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws laws, rules and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control provisions of the Notes, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such laws third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer or regulations.(2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Kraft Heinz Co), Third Supplemental Indenture (Kraft Heinz Co)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Article 3 hereof by giving notice thereof pursuant to Section 11.04 of the Base Indenture, it shall the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus together with accrued and unpaid interest, if any, on the Offered Securities repurchased interest thereon to the date of repurchase (a the “Change of Control Payment”). .
(b) Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior Company will be required to any mail a notice (the “Change of Control, but after public announcement Control Purchase Notice”) to each Holder of the transaction Notes stating:
(i) that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Article 4;
(ii) the purchase price and offering to repurchase such Offered Securities on the date specified in the noticepurchase date, which date shall be no earlier than 30 days and no nor later than 60 45 days from after the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall;
(iii) that any Notes not tendered will continue to accrue interest in accordance with the terms of the Indenture;
(iv) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer all Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to and after the Change of Control Payment Date.;
(bv) In order that Holders will be entitled to accept withdraw their election if the Change Paying Agent receives, not later than the close of Control Offer, business on the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five second New York Business Days prior to Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor Notes delivered for purchase, and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; andunconditionally withdrawing its election to have such Notes purchased;
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, Holders whose Notes are being purchased only in part will be received by the paying agent at least five Business Days prior issued new Notes equal in principal amount to the Change unpurchased portion of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered SecurityNotes surrendered, but in that event the principal amount of such Offered Security remaining outstanding after repurchase which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(vii) any other information material to such Holder’s decision to tender Notes.
(c) Notwithstanding anything to the contrary in this Article 4, a transaction will not be deemed to involve a Change of Control under clause (1) of the definition thereof if (i) the Company becomes a direct or indirect wholly-owned Subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if a third party makes such an offer a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company set forth in this Article 4 and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything to the Indenturecontrary in this Article 4, other than a default in the payment of the Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event., conditional upon such 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. Holders electing to have a Note or portion thereof repurchased pursuant to a Change of Control Offer will be required to surrender the Note (which, in the case of Notes in book-entry form, may be by book-entry transfer) to the Paying Agent at the address specified in the applicable Change of Control Purchase Notice prior to the close of business on the New York Business Day immediately preceding the applicable Change of Control Payment Date and to comply with other procedures set forth in such Change of Control Purchase Notice. On any Change of Control Payment Date, the Company will, to the extent lawful:
(f1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver the repurchased Notes or cause the repurchased Notes to be delivered to the Trustee for cancellation, accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes and that all conditions precedent provided for in the Notes and the Indenture relating to such Change of Control Offer and the repurchase of Notes by the Company pursuant thereto have been complied with. Interest on Notes and portions of Notes duly tendered for repurchase pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date, unless the Company shall have failed to accept such Notes and such portions of Notes for payment, failed to deposit the total Change of Control Payment in respect thereof or failed to deliver the Officers’ Certificate, all as required by, and in accordance with, the immediately preceding paragraph. The Company will promptly pay, or will cause the Paying Agent to promptly pay (by application of funds deposited by the Company), to each Holder of Notes (or portions thereof) duly tendered and accepted for payment by the Company pursuant to a Change of Control Offer, the Change of Control Payment for such Notes, and the Company will cause the Trustee to promptly authenticate and mail (or deliver by book entry transfer, as applicable) to each such Holder a new Note equal in principal amount to the unpurchased portion, if any, of the Notes surrendered by such Holder; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall, or shall cause the Trustee to, promptly mail (or cause to be delivered by book entry transfer, as applicable) to the Holders thereof any Notes not so accepted for payment by the Company. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Article 4, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) Article 4 by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Supplemental Indenture (Leucadia National Corp), Supplemental Indenture (Leucadia National Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Issuer repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company Issuer has exercised its option previously or concurrently mailed a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Issuer shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with copies to the Trustees (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the Event;
(iii) an expiration date specified in the notice, (which date shall be no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed (a mailed, the “Change of Control Payment Expiration Date”) and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date). The notice shall; and
(iv) the instructions, if mailed prior as determined by the Issuer, consistent with this Section 4.9, that a Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order A Holder may tender all or any portion of its Notes pursuant to accept the a Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) subject to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member requirement that any portion of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Note tendered must be equal to in denominations of $2,000 or an and integral multiple multiples of $1,000 in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the Expiration Date.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer) or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes pursuant to a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in clause (d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall Issuer will have the right, upon not repurchase any Offered Securities if there has occurred and is continuing on less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event of Default under the IndentureOffer, other than to redeem all Notes that remain outstanding following such purchase at a default purchase price in the payment cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(f) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(fg) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable or regulations, including Canadian Securities Laws, in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(h) On the Purchase Date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Change of Control Offer, all Notes purchased by the Issuer under this Section 4.9 shall be delivered by the Issuer to the U.S. Trustee for cancellation and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. Interest on Notes purchased by the Issuer under this Section 4.9 shall cease to accrue on and after the Purchase Date.
(i) At the time the Issuer delivers Notes to the U.S. Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 2 contracts
Samples: Indenture (Open Text Corp), Indenture (Open Text Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Issuer has exercised its option mailed or electronically delivered, or has caused to redeem be mailed or electronically delivered, a notice of redemption pursuant to paragraph 5 of the Offered SecuritiesNotes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchaserequire the Issuer to repurchase such Holder’s Notes, in whole or in part, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the date of repurchase such purchase (a “Change subject to the right of Control Payment”Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with the terms set forth in this Section 4.13.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Issuer has previously or concurrently mailed or electronically delivered or caused to any Change of Control, but after public announcement be mailed or electronically delivered a redemption notice with respect to all outstanding Notes pursuant to paragraph 5 of the transaction that constitutes Notes, the Issuer shall mail by first-class mail or may constitute the Change of Controlelectronically deliver, or cause to be mailed by first-class mail or electronically delivered, a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but not including, the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(4) if the notice is mailed or electronically delivered prior to a “Change of Control Payment Date”). The notice shallTriggering Event, if mailed prior to the date of consummation of that the Change of Control, state that the offer to purchase Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(5) the instructions, as determined by the Issuer, consistent with this Section 4.13, that the Holder must follow in order to the Change of Control Payment Datehave that Holder’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Issuer at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.13 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.13, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Offer.
(f) A Change of Control Payment Offer may be made in advance of a Change of Control, and may be conditional upon the occurrence of a Change of Control or a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(fg) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.13, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.13 by virtue of any its compliance with such securities laws or regulations.
Appears in 2 contracts
Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream Partners LP)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs after the Issue Date, unless unless, prior to, or concurrently with, the Company has exercised its option to redeem time the Offered Securities, it shall be Co-Issuers are required to make a Change of Control Offer, the Co-Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes as described in Section 401 or 1105 of this Indenture, the Co-Issuers will make an offer to repurchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of at a price (as calculated by the Offered Securities to repurchase, at Issuer) in cash (the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “repurchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change Issuer will send notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer electronically or by first class mail, with a copy to repurchase the Trustee, to each Holder to the address of such Offered Securities on the date specified Holder appearing in the noticeNote Register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 1017 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(2) the repurchase price and the repurchase date, which date shall will be no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall, if mailed prior to except in the date case of consummation of the a conditional Change of Control, state that the offer to purchase is conditioned on the Control Offer made in advance of a Change of Control Triggering Event occurring as described below;
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Co-Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order that Holders electing to accept the have any Notes repurchased pursuant to a Change of Control OfferOffer will be required to surrender the Notes, with the form entitled “Option of Holder must deliver (to Elect Repurchase” on the reverse of the Notes completed or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) DTC, to the paying agentPaying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to repurchase such Notes, at least five provided that the Paying Agent receives, not later than the close of business on the second Business Days Day prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, a facsimile or a telegram, telex, facsimile other electronic transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder or otherwise in accordance with the procedures of such Offered Security;
(ii) DTC, the principal amount of Notes tendered for repurchase, and a statement that such Offered Security;
(iii) the principal amount of Holder is withdrawing such Offered Security Holder’s tendered Notes and such Holder’s election to be have such Notes repurchased;
(iv7) that Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the certificate number unrepurchased portion of the Notes surrendered, which unrepurchased portion must be equal to US$2,000 or a description of the tenor and terms of such Offered SecurityUS$1,000 integral multiple in excess thereof;
(v) 8) if such notice is sent prior to the occurrence of a statement Change of Control Triggering Event, stating that the Holder is accepting the Change of Control Offer; Offer is conditional on the occurrence of such Change of Control Triggering Event and any other conditions and describing each such condition, and
, if applicable, stating that, in the Co-Issuers’ discretion, the Change of Control Payment Date may be delayed until such time (viincluding more than 60 days after the notice is mailed or delivered, including by electronic transmission) a guarantee as any or all such conditions shall be satisfied, or that such Offered Security, together with purchase may not occur and such notice may be rescinded in the form entitled “Election Form” duly completed, event that the Co-Issuers shall determine that the Change of Control Triggering Event will be received not occur by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise , or by a Holder of its election to accept the Change of Control Offer shall be irrevocablePayment Date as so delayed; and
(9) such other instructions, as determined by the Co-Issuers, consistent with this Section 1017, that a Holder must follow. The If the Notes are in global form and the Co-Issuers make an offer to repurchase all of the Notes pursuant to the Change of Control Offer Offer, a Holder may exercise its option to elect for the repurchase of the Notes through the facilities of DTC, subject to its rules and regulations. The notice, if sent in a manner herein provided, shall be accepted conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for less than the entire principal amount purchase of an Offered Securitythe Notes as to all other Holders that properly received such notice without defect. The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, but the Co-Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess this Indenture by virtue thereof.
(d) . On the Change of Control Payment Date, the Company shallCo-Issuers will, to the extent lawful:permitted by law,
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities thereof properly tendered pursuant to the Change of Control Offer;,
(ii2) deposit with the paying agent Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; thereof so tendered and
(iii3) deliver deliver, or cause to be delivered delivered, to the Trustee for cancellation the Offered Securities properly Notes so accepted together with an Officers’ Officer’s Certificate stating that such Notes or portions thereof have been tendered to and repurchased by the aggregate Co-Issuers. The Paying Agent will promptly send to each Holder of Notes that were properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and deliver to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any, provided that each such new Note will be in a principal amount of Offered Securities US$2,000 or portions of Offered Securities being repurchased.
(e) a US$1,000 integral multiple in excess thereof. The Company shall Co-Issuers will not be required to make a Change of Control Offer if a third party makes such Change of Control Offer contemporaneously with or upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company of this Indenture and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything to the Indenturecontrary herein, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, and conditioned upon and settlement delayed until such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making such a Change of Control Offer. To Notwithstanding any other provision hereof, in connection with any tender offer, Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then-Outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Co-Issuers, or any third-party making such offer in lieu of the Co-Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Co-Issuers or such third-party will have the right upon not less than 15 days nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent that not included in the provisions of any such securities laws or regulations conflict with this Section 1.3(3)offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Company shall comply with those securities laws and regulations and shall not be deemed redemption date, subject to have breached its obligations under this Section 1.3(3) by virtue the right of any compliance with such laws Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or regulationson the Redemption Date.
Appears in 2 contracts
Samples: Indenture (Telesat Canada), Indenture (Telesat Canada)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes shall have the Offered Securities right to repurchase, at require that the Issuer purchase such Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in Section 4.01(b) of this Supplemental Indenture.
(b) Within 30 days following any Change of Control Triggering Event, unless the Issuer has exercised its option to redeem all the Notes pursuant to paragraph 5 of the Notes, the Issuer shall mail (or deliver by electronic transmission in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(2) the circumstances that constitute such Change of Control Triggering Event or, at Event;
(3) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the instructions, as determined by the Issuer, consistent with this Section 4.01, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly executed, to the paying agent, Trustee for cancellation at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together purchase date. Notes held in book entry form shall be delivered in accordance with the form Depositary’s procedures. Holders will be entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
to withdraw their election if (i) the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the Holder such Xxxxxx is accepting the Change of Control Offer; and
withdrawing his or her election to have such Note purchased or (viii) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days holders withdraw their election prior to the Change purchase date in accordance with the applicable procedures of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofDepositary.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.01 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.01, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.01 applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer or if the Indenture, other than a default in Issuer has exercised its option to redeem all the payment Notes pursuant to paragraph 5 of the Change of Control Payment upon Notes. Notwithstanding anything to the contrary herein, a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer.
(f) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.01. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.01, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.01 by virtue of any its compliance with such securities laws or regulations.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer in accordance with this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given that such notice is not given more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Second Change of Control Payment Date.
Appears in 2 contracts
Samples: Ninth Supplemental Indenture (Cbre Group, Inc.), Eighth Supplemental Indenture (Cbre Group, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the 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 (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange exchange, or the Financial Industry Regulatory Authority, Inc., Inc. or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 2 contracts
Samples: Third Supplemental Indenture (TYCO INTERNATIONAL PLC), Second Supplemental Indenture (TYCO INTERNATIONAL PLC)
Change of Control Triggering Event. (a) If Within 30 days following the occurrence of a Change of Control Triggering Event occursEvent, unless we have exercised our option to redeem all the Notes as described under Section 5 of the Notes, each holder of Notes shall have the right to require that the Company make an offer to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to but excluding the date of purchase. If the Change of Control purchase date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control purchase date will be paid on the Change of Control purchase date to the Person in whose name a Note is registered at the close of business on such record date. Within 30 days following the occurrence of a Change of Control Triggering Event, unless the Company has exercised its option to redeem all the Offered SecuritiesNotes as described under Section 5 of the Notes, it shall be required the Company will mail (or deliver by electronic transmission in accordance with the applicable procedures of DTC) a notice to make an offer each holder of Notes with a copy to the Trustee (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereof1) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such noteholder has the right to require the Company shall be required to offer payment purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to but excluding the date of repurchase purchase;
(a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at 2) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent) (a the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi3) a guarantee that such Offered Securitythe instructions, together as determined by the Company, consistent with the form entitled “Election Form” duly completedcovenant described hereunder, will be received by the paying agent at least five Business Days prior that a noteholder must follow in order to the Change of Control Payment Date.
(c) Any exercise by a Holder of have its election to accept the Change of Control Offer shall be irrevocableNotes purchased. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default Offer or if the Company has exercised its option to redeem all the Notes pursuant to the provisions described under the Indenture, other than a default in the payment Section 5 of the Change of Control Payment upon a Change of Control Triggering Event.
(f) Notes. The Company shall comply will comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase purchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the provisions of the covenant described hereunder, the Company shall will comply with those the applicable securities laws and regulations and shall not be deemed to have breached its our obligations under this Section 1.3(3) the covenant described hereunder by virtue of any our compliance with such securities laws or regulations. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer. In such case, the notice shall state that, in the Company’s (or such third party offeror’s) discretion, the Change of Control purchase date may be delayed until such time as the Change of Control Triggering Event shall have occurred, or such repurchase may not occur and such notice may be rescinded in the event that the Change of Control Triggering Event shall not have occurred by the Change of Control purchase date, or by the Change of Control purchase date as so delayed. If any such repurchase shall be rescinded or delayed, the Company shall provide written notice to the holders of Notes and the Trustee prior to the close of business at least two Business Days prior to the Change of Control purchase date (unless a shorter period shall be agreed to by the Trustee). Upon the Company’s written request given at least five (5) Business Days prior to the date such notice shall be sent (unless the Trustee consents to a shorter period), the Trustee shall (on at the date specified in such written request or promptly after such time) forward such notice to the holders in the Company’s name and at the Company’s expense in the same manner in which the notice of redemption was given.
Appears in 2 contracts
Samples: Indenture (Western Digital Corp), Indenture (WD Media, LLC)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with this Indenture, it each Holder of the Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, a notice the Company shall be mailed required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a written notice to each Holder of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, .
(e) The Notice of Change of Control Offer shall describe the Company shall not repurchase any Offered Securities if there has occurred transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is continuing on being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date an Event of Default under Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Indenture, other than a default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) 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, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer 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 his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) On the Change of Control Payment Date, the Company will, to the extent lawful:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail or deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment to the extent it has been received for such Notes, and the Trustee, upon receipt of the Officer’s Certificate referred to in clause (iii) above, will promptly authenticate and mail or otherwise deliver (or cause to be transferred by book entry), at the Company’s expense, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of at least $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(g) Notwithstanding anything to the contrary in this Section 3.06, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.06 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, or (ii) notice of redemption has been given pursuant to Section 5.03 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(fh) The Company shall comply in all material respects with the requirements of Rule 14e-1 14e-l under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)3.06, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 3.06 by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem shall have redeemed the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Supplemental Indenture or the Company shall be required to have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (a the “Change of Control Offer”) to each Holder holder of the Offered Securities Notes to repurchase, repurchase any and all of such holder’s Notes at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to €100,000 or any integral multiple of €1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed transmitted to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation of the Change of Control, state that the offer to purchase interest whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
, (e2) The Company shall not be required that all conditions precedent contained herein to make a Change of Control Offer upon have been complied with and (3) that the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise Offer has been made in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offerIndenture. In addition, the The Company shall not repurchase any Offered Securities if there has occurred and is continuing on publicly announce the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment results of the Change of Control Payment upon a Change Offer on or as soon as possible after the date of Control Triggering Event.
(f) purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.3(3)1.4, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 1.4 by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Ninth Supplemental Indenture (Thermo Fisher Scientific Inc.), Eighth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its option previously or concurrently mailed or delivered a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Company shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with a copy to the Trustee (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the right to require the Company shall be required to offer payment purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”or delivered). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;; and
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Securityinstructions, together with the form entitled “Election Form” duly completed, will be received as determined by the paying agent at least five Business Days prior Company, consistent with this Section 4.9, that a Holder must follow in order to the Change of Control Payment Datehave its Notes purchased.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer) or (ii) a notice of Default under the Indenture, other than a default in the payment of the redemption that is or has become unconditional has been given pursuant to Section 3.4.
(d) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(fe) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(f) On the purchase date, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(g) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 2 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option previously or concurrently delivered an unconditional (or conditional solely with respect to redeem the Offered Securities, it shall be required to make an offer (a “consummation of the applicable Change of Control Offer”Triggering Event) redemption notice with respect to each Holder all the outstanding Notes as described in Section 3.01 of the Offered Securities Supplemental Indenture, Holders may require the Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with procedures required by the paying agent an amount equal to the Change of Control Payment Indenture and described in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) such notice. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws laws, rules or regulations conflict with this Section 1.3(3)the Change of Control provisions of the Notes, the Company shall will comply with those the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if (1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such laws third party purchases all Notes of this series validly tendered and not validly withdrawn pursuant to such Change of Control Offer or regulations.(2) a notice of redemption of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to the Indenture as described in Section 1108 of the Base Indenture or Section 3.01 of the Supplemental Indenture, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (Kraft Heinz Co), Seventh Supplemental Indenture (Kraft Heinz Co)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has exercised its option right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 60 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 10 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). The ) subject to extension (in the case where such notice shall, if is mailed or otherwise delivered prior to the date of consummation occurrence of the Change of Control, state ) in the event that the offer to purchase is conditioned on occurrence of the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Securitydelayed;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided, that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any 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.
(e) 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 Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Blackstone Mortgage Trust, Inc.), Indenture (Blackstone Mortgage Trust, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with this Indenture, it each Holder of the Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, a notice the Company shall be mailed required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a written notice to each Holder of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, .
(e) The Notice of Change of Control Offer shall describe the Company shall not repurchase any Offered Securities if there has occurred transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is continuing on being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date an Event of Default under Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Indenture, other than a default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the Notice of Change of Control Offer prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) 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, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing such Holder's election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) The On the Change of Control Payment Date, the Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934will, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.Offer;
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the right to require the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthose Notes, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). .
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Company has delivered a redemption notice with respect to any Change all the outstanding Notes in accordance with Article 3 of Control, but after public announcement this Indenture and Section 5 of the transaction that constitutes or may constitute Notes, the Change of Control, Company shall deliver a notice shall be mailed to each Holder with a copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the a Change of Control Triggering Event and offering to repurchase such Offered Securities purchase the Notes on a specified date (the date specified in the notice“Change of Control Offer”), which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such the notice is mailed delivered (a the “Change of Control Payment Date”).
(c) Upon the commencement of a Change of Control Offer, the Company shall deliver a notice to the Trustee and to each Holder at its registered address. The notice shall, if mailed prior shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the date Change of consummation Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of ControlControl Offer, state shall state:
(1) that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer is being made pursuant to this Section 4.07;
(2) the Change of Control Payment Date.;
(b3) In order that any Notes not tendered or accepted for payment shall continue to accept accrue interest;
(4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest on an after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to any Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent, at the address specified in the notice at least three days before the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their election if the Company, the Holder must deliver (Depository or otherwise comply with alternative instructions in accordance with the procedures of Paying Agent, as the Depositary) to the paying agentcase may be, at least five Business Days prior to receive, not later than the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States notice setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note the certificate number or a description of the tenor Holder delivered for purchase and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offerwithdrawing his election to have such Note purchased; and
(vi7) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will Holders whose Notes were purchased only in part shall be received by the paying agent at least five Business Days prior issued new Notes equal in principal amount to the Change unpurchased portion of Control Payment Date.
the Notes surrendered (c) Any exercise or transferred by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofbook-entry).
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii2) deposit with the paying agent Paying Agent no later than 11:00 am New York City time an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities the Notes properly tendered; and
(iii3) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf, the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities the Notes being repurchasedtendered and purchased by the Company.
(e) The Paying Agent shall promptly deliver to each Holder of Notes properly tendered the Change of Control Payment for those Notes, and the Trustee shall promptly authenticate and deliver, or cause to be transferred by book-entry, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(f) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer offers to purchase the Notes in the manner, at the times and otherwise in compliance with the requirements for an offer made set forth in this Indenture applicable to a Change of Control Offer by the Company and the that third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its to it in response to that offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the A Change of Control Payment Date an Event Offer may be made in advance of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(fg) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption.
(h) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such applicable securities laws or regulations conflict with the provisions of this Section 1.3(3)4.07, the Company shall comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.07 by virtue of any compliance complying with such laws or regulations.
Appears in 2 contracts
Samples: Indenture (Pilgrims Pride Corp), Indenture (Pilgrims Pride Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has exercised its option right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Company receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any 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.
(e) 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 Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Company, subject to Section 4.10(d), has exercised its option right to redeem the Offered Securitiesa series of Notes in accordance with Section 3.12, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes of any series will have the right to repurchase, at require the Holder’s election, Company to purchase all or any part a portion (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Offered Securities on Notes pursuant to the terms set forth herein. In a offer described below (the “Change of Control Offer”), the Company shall be required to offer payment in cash at a purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed subject to the Trustee and to the rights of Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change Notes of Control Triggering Event and offering to repurchase such Offered Securities series on the relevant record date specified in to receive interest due on the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control relevant Interest Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state ; provided that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security Note remaining outstanding after a repurchase must in part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(db) Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall deliver a notice to each Holder of the Notes of any series not redeemed, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will, among other things, state the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is sent, other than as may be required by applicable law (the “Change of Control Payment Date”), describe the transaction or transactions constituting the Change of Control Triggering Event and offer to repurchase the Notes of such series. The notice, if sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes to be redeemed properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall will not be required to make a Change of Control Offer upon with respect to the occurrence Notes of a Change of Control Triggering Event series if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and the such third party purchases all Offered Securities such Notes properly tendered and not withdrawn under its offer. In additionoffer or (ii) a notice of redemption has been given to the Holders of all of the Notes of such series in accordance with the terms of the Indenture, unless and until there is a default in payment of the Company shall not repurchase any Offered Securities Redemption Price.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if there has occurred and a definitive agreement is continuing on in place with respect to the Change of Control Payment Date an Event at the time of Default under the Indenture, other than a default in the payment making of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.10, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.10 by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Ninth Supplemental Indenture (Westlake Chemical Corp), Eighth Supplemental Indenture (Westlake Chemical Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described in Section 3.1 hereof, it the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the repurchase date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the repurchase date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (a “Change of Control Payment Date”). .
(b) The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to or on the applicable Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained Date specified in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datenotice.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the any applicable Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Company, and the third party purchases repurchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 1.3(3) the Change of Control Offer provisions of the Notes by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Avery Dennison Corp), Second Supplemental Indenture (Avery Dennison Corporation)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option mailed or electronically delivered, or has caused to redeem be mailed or electronically delivered, a notice of redemption pursuant to paragraph 5 of the Offered SecuritiesNotes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchaserequire the Company to repurchase such Holder’s Notes, in whole or in part, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to, but not including, the date of such purchase (subject to the right of Noteholders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of repurchase such purchase), in accordance with the terms set forth in this Section 4.13.
(a “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Company has previously or concurrently mailed or electronically delivered or caused to any Change of Control, but after public announcement be mailed or electronically delivered a redemption notice with respect to all outstanding Notes pursuant to paragraph 5 of the transaction that constitutes Notes, the Company shall mail by first-class mail or may constitute electronically deliver, or cause to be mailed by first-class mail or electronically delivered, if the Change of Control, Notes are held by the Depository a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but not including, the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of purchase);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(4) if the notice is mailed or electronically delivered prior to a “Change of Control Payment Date”). The notice shallTriggering Event, if mailed prior to the date of consummation of that the Change of Control, state that the offer to purchase Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(5) the instructions, as determined by the Company, consistent with this Section 4.13, that the Holder must follow in order to the Change of Control Payment Datehave that Holder’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Company at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallunder this Section 4.13 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Notwithstanding the foregoing provisions of this Section 4.13, the Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.13 applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) The Company shall comply with the requirements A Change of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Control Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, and may be conditional upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.13. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)Section, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.13 by virtue of any its compliance with such securities laws or regulations.
Appears in 2 contracts
Samples: Indenture (Hess Midstream Partners LP), Indenture (Hess Midstream LP)
Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event with respect to a series of Securities, each Holder of that series of Securities will have the right to require that the Company purchase all or a portion of such Holder’s Securities pursuant to the offer described below (athe “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, thereon to the date of purchase (the “Change of Control Payment”) If a in accordance with the procedures set forth below. Within 30 days following the date on which the Change of Control Triggering Event occurs, unless the Company has exercised its option must send by first-class mail, or otherwise deliver to redeem each Holder of that series of Securities in accordance with the Offered Securitiesapplicable procedures of the Depository Trust Company, it a notice to each such Holder, with a copy to the Trustee, which notice shall be required to make an offer (a “govern the terms of the Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a Such notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction state:
(1) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 10.13 and offering to repurchase such Offered that all Securities on the date specified in the notice, which date tendered shall be accepted for payment;
(2) the Change of Control Payment and the purchase date (which shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or sent (a the “Change of Control Payment Date”). The notice shall);
(3) that any Security not tendered shall continue to accrue interest;
(4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer any Securities accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date.;
(b5) In order that Holders accepting the offer to accept have their Securities of that series purchased pursuant to a Change of Control Offer shall be required to surrender the Securities, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control OfferPayment Date;
(6) that Holders shall be entitled to withdraw their acceptance if the Paying Agent receives, not later than the Holder must deliver (or otherwise comply with alternative instructions in accordance with close of business on the procedures of the Depositary) to the paying agent, at least five third Business Days prior to Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of the Securities delivered for purchase, and a statement that such Offered SecurityHolder is withdrawing his election to have such Securities purchased;
(iii7) the that Holders whose Securities are being purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of such Offered Security to be repurchasedthe Securities surrendered;
(iv) the certificate number or 8) any other procedures that a description of the tenor and terms of such Offered Security;
(v) Holder must follow to accept a statement that the Holder is accepting the Change of Control OfferOffer or effect withdrawal of such acceptance; and
(vi9) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by name and address of the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocablePaying Agent. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i1) accept for payment all Offered Securities of that series or portions of such Offered Securities of that series properly tendered pursuant to the Change of Control Offer;
, (ii2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities of that series or portions of Offered Securities of that series properly tendered; and
, and (iii3) deliver or cause to be delivered to the Trustee the Offered Securities of that series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities of that series or portions of Offered Securities of that series being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made purchased by the Company and Company. Subject to the third party purchases all Offered Applicable Procedures, the Paying Agent shall as promptly as practicable mail to each Holder of Securities of that series properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under for such Securities, and the Indenture, other than Company and the Trustee shall as promptly as practicable execute and authenticate and mail (or cause to be transferred by book entry) to each Holder a default new Security in the payment principal amount equal to any unpurchased portion of the Change Securities surrendered, if any; provided however, that each such new Security shall be in a principal amount of Control Payment upon a Change $2,000 or an integral multiple of Control Triggering Event.
(f) $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)10.13, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 1.3(3) 10.13 by virtue of any compliance with such laws or regulationsthereof.
Appears in 2 contracts
Samples: Indenture (CNH Industrial Capital LLC), Indenture (New Holland Credit Company, LLC)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its option previously or concurrently mailed a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Company shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with copies to the Trustees (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the right to require the Company shall be required to offer payment purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the Event;
(iii) an expiration date specified in the notice, (which date shall be no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed (a mailed, the “Change of Control Payment Expiration Date”) and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date). The notice shall; and
(iv) the instructions, if mailed prior as determined by the Company, consistent with this Section 4.9, that a Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order A Holder may tender all or any portion of its Notes pursuant to accept the a Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) subject to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member requirement that any portion of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Note tendered must be equal to in denominations of $2,000 or an and integral multiple multiples of $1,000 in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the Expiration Date.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer) or (ii) a notice of redemption that is or has become unconditional has been given pursuant to Section 3.4.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes pursuant to a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in clause (d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall will have the right, upon not repurchase any Offered Securities if there has occurred and is continuing on less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event of Default under the IndentureOffer, other than to redeem all Notes that remain outstanding following such purchase at a default purchase price in the payment cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(f) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(fg) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable or regulations, including Canadian Securities Laws, in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(h) On the Purchase Date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Change of Control Offer, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the U.S. Trustee for cancellation and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. Interest on Notes purchased by the Company under this Section 4.9 shall cease to accrue on and after the Purchase Date.
(i) At the time the Company delivers Notes to the U.S. Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 2 contracts
Samples: Indenture (Open Text Corp), Indenture (Open Text Corp)
Change of Control Triggering Event. (a) If a. Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder of Notes shall have the right to require the Company has exercised its option to redeem repurchase all or any part of such Holder’s Notes pursuant to the Offered Securities, it shall be required to make an offer described below (a the “Change of Control Offer”) to each Holder of at a purchase price (the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Purchase Price”) equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the Offered Securities repurchased relevant record date to receive interest due on the date of repurchase (a “Change of Control Payment”relevant interest payment date). .
b. Within 30 days following any Change of Control Triggering Event orEvent, the Company shall send or cause to be sent by first-class mail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of Notes, at such Holder’s address appearing in the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of ControlNote register, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction stating: (A) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering a Change of Control Offer is being made pursuant to repurchase such Offered Securities on this Section 4.12 and that all Notes timely tendered will be accepted for payment; (B) the date specified in Change of Control Purchase Price and the noticepurchase date, which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall; and (C) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.
c. Holders electing to have a Note purchased shall be required to surrender the Note, if mailed prior with an appropriate form duly completed, to the date of consummation of Company or its agent at the Change of Control, state that address specified in the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with . Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange Trustee or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Company receives not later than one Business Days Day prior to the Change of Control Payment Date.
(c) Any exercise , a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and a statement that such Holder of is withdrawing its election to accept have such Note purchased.
d. Prior to the Change of Control Offer Payment Date, the Company shall be irrevocable. The irrevocably deposit with either the Trustee or with the Paying Agent (or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Offer may Purchase Price payable to the Holders entitled thereto, to be accepted held for less than payment in accordance with the entire principal amount provisions of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) this Section. On the Change of Control Payment Date, the Company shall deliver to the Trustee the Notes or portions thereof that have been properly tendered to and are to be accepted by the Company for payment. The Trustee or the Paying Agent shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to on the Change of Control Payment in respect Date, mail or deliver payment to each tendering Holder of all Offered Securities or portions the Change of Offered Securities properly tendered; and
(iii) deliver or cause to be Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Offered Securities properly accepted together with an Officers’ Certificate stating Paying Agent, the aggregate principal amount Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Offered Securities or portions of Offered Securities being repurchasedControl Payment Date.
(e) e. The Company shall will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer or (ii) notice of Default under redemption has been given pursuant to this Indenture to redeem all of the IndentureNotes, other than unless and until there is a default in the payment of the Change of Control Payment upon applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, conditioned upon the consummation and occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
f. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsthereof.
Appears in 2 contracts
Samples: Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has exercised its option right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 10 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Company receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any 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.
(e) 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 Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)
Change of Control Triggering Event. (a) If Upon a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company right to require the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuer shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that it has exercised its option right to redeem such Securities in accordance with Article 3 of this Indenture. In the event that at the time of such Change of Control Triggering Event the terms of any Bank Indebtedness restrict or prohibit the repurchase of Securities pursuant to this Section 4.08, then prior to the mailing or sending electronically of the notice to the Holders provided for in Section 4.08(b) but in any event within 30 days following any Change of Control Triggering Event, the Issuer shall (i) repay in full all such Bank Indebtedness or, if doing so will allow the purchase of Securities, offer to repay in full all Bank Indebtedness and repay all such Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing such Bank Indebtedness to permit the repurchase of the Securities as provided for in Section 4.08(b).
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuer has exercised its right to redeem the Offered SecuritiesSecurities in accordance with Article 3 of this Indenture, it the Issuer shall be required to make an offer mail or send electronically a notice (a “Change of Control Offer”) to each Holder of with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereof1) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuer to repurchase such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased interest to the date of repurchase (subject to the right of the Holders of record on a “Change of Control Payment”record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(2) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event or, at Event;
(3) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the instructions determined by the Issuer, consistent with this Section 4.08, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Securities purchased.
(bc) In order Holders electing to accept have a Security purchased shall be required to surrender the Change of Control OfferSecurity, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Issuer at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with purchase date. The Holders shall be entitled to withdraw their election if the form entitled “Election Form” (which form is contained in Trustee or the form of note attached hereto as Exhibit A) duly completed, or Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange sent to the address specified in Section 13.02 or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company set forth in the United States notice described in Section 4.08(b) setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) that was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the Holder such Hxxxxx is accepting the Change of Control Offer; and
(vi) a guarantee that withdrawing his election to have such Offered Security, together with the form entitled “Election Form” duly completed, will Security purchased. Holders whose Securities are purchased only in part shall be received by the paying agent at least five Business Days prior issued new Securities equal in principal amount to the Change unpurchased portion of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities surrendered.
(d) On the purchase date, all Securities purchased by the Issuer under this Section shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.
(e) A Change of Control Payment DateOffer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control, if a definitive agreement is in place for the Company shall, to Change of Control at the extent lawful:
(i) accept for payment all Offered Securities or portions time of such Offered Securities properly tendered pursuant to making of the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(ef) The Company Notwithstanding the other provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 4.08 applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw such Securities in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Company shall Issuer or such third party will have the right, upon not repurchase any Offered Securities if there has occurred and is continuing on less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment Date an Event of Default under the IndentureOffer described above, other than to redeem all Securities that remain outstanding following such purchase at a default price in the payment cash equal to 101% of the Change principal amount thereof plus accrued and unpaid interest to but excluding the date of Control Payment upon redemption.
(h) Securities repurchased by the Issuer pursuant to a Change of Control Triggering EventOffer will have the status of Securities issued but not outstanding or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to the preceding clause (f) or (g) will have the status of Securities issued and outstanding.
(fi) At the time the Issuer delivers Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(j) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuer to make such offer have been complied with.
(k) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.08 by virtue of any compliance with such laws or regulationsthereof.
Appears in 2 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Securities, unless the Company has exercised its option to redeem the Offered SecuritiesSecurities as described above, it shall the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities with respect to repurchase, at the Holder’s election, which a Change of Control Triggering Event has occurred to repurchase all or any part (equal to of that Holder’s Securities in integral multiples of $1,000 (with any portion of such Holder’s Securities not repurchased to be in a minimum denomination of $2,000 or an integral any multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall will be required to offer payment in cash equal to (A) 101% of the aggregate principal amount of Offered Securities repurchased, plus (B) accrued and unpaid interest, if any, on the Offered Securities repurchased to but excluding the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall will be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered the Securities on the date specified in the applicable notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallwill, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On Upon the Change of Control Payment Date, the Company shallwill, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 2 contracts
Samples: Global Security Agreement (Beam Inc), Global Security Agreement (Beam Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchase, at require that the Issuer purchase such Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchased, purchase plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with the terms contemplated in Section 4.01(b) of this Supplemental Indenture.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Issuer has exercised its option to any Change of Control, but after public announcement redeem all the Notes pursuant to paragraph 5 of the transaction that constitutes Notes, the Issuer shall mail (or may constitute deliver by electronic transmission in accordance with the Change applicable proceeding of Control, the Depositary) a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase plus accrued and unpaid interest, if any, to the notice, date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances that constitute such Change of Control Triggering Event;
(3) the purchase date (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the instructions, as determined by the Issuer, consistent with this Section 4.01, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Trustee for cancellation at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together purchase date. Notes held in book entry form shall be delivered in accordance with the form Depositary’s procedures. Holders will be entitled “Election Form” (which form is contained in to withdraw their election if the form of note attached hereto as Exhibit A) duly completedTrustee or the Issuer receives not later than one Business Day prior to the purchase date, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.01 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.01, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.01 applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer or if the Indenture, other than a default in Issuer has exercised its option to redeem all the payment Notes pursuant to paragraph 5 of the Change of Control Payment upon Notes. Notwithstanding anything to the contrary herein, a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer.
(f) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.01. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.01, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.01 by virtue of any its compliance with such securities laws or regulations.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Cbre Group, Inc.), Second Supplemental Indenture (Cbre Group, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with this Indenture, it each Holder of the Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, a notice the Company shall be mailed required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a written notice to each Holder of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the a paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, .
(e) The Notice of Change of Control Offer shall describe the Company shall not repurchase any Offered Securities if there has occurred transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is continuing on being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date an Event of Default under Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Indenture, other than a default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) 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, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer 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 his election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) The On the Change of Control Payment Date, the Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934will, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.Offer;
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has exercised its option right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 10 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Company receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Hxxxxx is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any 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.
(e) 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 Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes in full as described in Section 3.01, it shall be required to make an offer (a “Change of Control Offer”) to each Holder Holders of the Offered Securities Notes will have the right to repurchase, at require the Holder’s election, Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.02 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes, or portions of such Offered Securities Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes, or portions of Offered Securities such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities such Notes, or portions of Offered Securities such Notes, being repurchased.
(ec) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall will not be required to make a Change of Control Offer an offer to repurchase Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company Trustee shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of not be responsible for determining whether a Change of Control Triggering Event. To the extent that the provisions of Event or any such securities laws component thereof has occurred or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsis continuing.
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Danaher Corp /De/), Fourth Supplemental Indenture (Danaher Corp /De/)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described in Section 3.1 hereof, it the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinin the Notes. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the repurchase date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the repurchase date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed (a “Change of Control Payment Date”). .
(b) The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to or on the applicable Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained Date specified in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datenotice.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the any applicable Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tenderedtendered pursuant to the applicable Change of Control Offer; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Company, and the third party purchases repurchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) . The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its the Company’s obligations under this Section 1.3(3) the Change of Control Offer provisions of the Notes by virtue of any compliance with such laws or regulationsconflict.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Hubbell Inc), First Supplemental Indenture (Hubbell Inc)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Notes of this series have become redeemable as described in Sections 3.01 and 3.02 of the Supplemental Indenture, Holders of the Notes of this series will have the right to require the Company has exercised its option to redeem repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the Offered Securities, it shall be required to make an offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes, with a copy to the Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities of the Notes, or portions of such Offered Securities the Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities of the Notes, or portions of Offered Securities the Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes, or portions of Offered Securities Notes, being repurchased.
. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (eor cause to be transferred by book-entry) to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company shall will not be required to make a Change of Control Offer an offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 2 contracts
Samples: First Supplemental Indenture (Danaher Corp /De/), Second Supplemental Indenture (Danaher Corp /De/)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event with respect to a Series of Notes occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes of such Series in accordance with Section 3.7, it shall be required each Holder of the Notes of such Series will have the right to make an require the Company to purchase all or a portion (equal to $2,000 principal amount and any integral multiples of $1,000 in excess thereof) of such Holder’s Notes of such Series pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities the Notes of the applicable Series repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but not including, the date of repurchase repurchase, subject to the rights of Holders of Notes of such Series on the relevant record date to receive interest due on the relevant interest payment date.
(b) The Issuer will be required to send a “Change notice to each Holder of Control Payment”). Within the applicable Series by first class mail, with a copy to the Trustee, within 30 days following the date upon which any Change of Control Triggering Event oroccurred, or at the Company’s its option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute pending Change of Control. The notice will govern the terms of the Change of ControlControl Offer and will describe, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail among other things, the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date. The purchase date specified in the notice, which date shall will be no earlier than at least 30 days and but no later more than 60 days from the date such notice is mailed mailed, other than as may be required by law (a “Change of Control Payment Date”). The If the notice shall, if is mailed prior to the date of consummation of the Change of Control, the notice will state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order . Holders electing to accept the have their Notes purchased pursuant to a Change of Control OfferOffer will be required to surrender their Notes, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election FormOption of Holder to Elect Purchase” (which form is contained on the reverse completed, to the Paying Agent at the address specified in the form of note attached hereto as Exhibit A) duly completednotice, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or transfer their Notes to the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in Paying Agent by book-entry transfer pursuant to the United States setting forth:
(i) the name applicable procedures of the Holder paying agent, prior to the close of such Offered Security;
(ii) business on the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five third Business Days Day prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallIssuer will, to the extent lawful:
: (i) accept for payment all Offered Securities properly tendered Notes or portions of such Offered Securities properly tendered pursuant to Notes of the Change of Control Offer;
applicable Series that have not been validly withdrawn; (ii) deposit with the paying agent an amount equal to Paying Agent the Change of Control Payment in respect of required payment for all Offered Securities properly tendered Notes or portions of Offered Securities properly tenderedNotes of such Series that have not been validly withdrawn; and
and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with repurchased Notes of such Series, accompanied by an Officers’ Certificate stating stating, among other things, the aggregate principal amount of Offered Securities or portions repurchased Notes of Offered Securities being repurchasedsuch Series.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder thereunder, to the extent those laws and regulations are applicable applicable, in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with Section 4.8 of this Section 1.3(3)Indenture, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.8, by virtue of any such conflict.
(e) The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.8 and such laws or regulationsthird party purchases all of the Notes properly tendered and not withdrawn under such offer.
Appears in 2 contracts
Samples: Indenture (Rock-Tenn Co of Texas), Indenture (Rock-Tenn CO)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has exercised its option right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Company must (unless the Company has exercised its right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Company receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Company shallwill, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Company in accordance with the applicable provisions of this Indenture.
(d) The Company, the depositary, if any, appointed by the Company for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any 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.
(e) 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 Payment Date (unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 2 contracts
Samples: Indenture (Apollo Commercial Real Estate Finance, Inc.), Indenture (Starwood Property Trust, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless Holders may require the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on their Notes pursuant to an offer (the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer ”) of payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, the Notes repurchased plus accrued and but unpaid interest, if any, on the Offered Securities repurchased to Notes repurchased, to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, the Company will deliver a notice to each Holder of the Notes, electronically or by first class mail at the Company’s option, prior to any Change address of Control, but after public announcement such Holder appearing in the security register or otherwise in accordance with the procedures of the transaction that constitutes or may constitute the Change of ControlDepositary, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with procedures required by the paying agent an amount equal to the Change of Control Payment Indenture and described in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) such notice. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws laws, rules and regulations thereunder to the extent those laws laws, rules and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws laws, rules or regulations conflict with this Section 1.3(3)the Change of Control provisions of the Notes, the Company shall will comply with those the applicable securities laws laws, rules and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts. On the Change of Control Payment Date, the Company will, to the extent lawful: • accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer; • deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and • deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will not be required to make a Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such laws third party purchases all Notes validly tendered and not validly withdrawn pursuant to such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or regulations.modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding. For purposes of the foregoing discussion of a repurchase at the option of Holders, the following definitions are applicable:
Appears in 2 contracts
Samples: Sixth Supplemental Indenture, Supplemental Indenture (Kraft Heinz Co)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless unless, prior to the Company has exercised its option to redeem time the Offered Securities, it shall be Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards of Directors, as applicable, governing such series of Notes or pursuant to Section 11.01, the Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of at a price in cash (the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding the date of repurchase (a “purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change Issuers shall send notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such Offered Securities on series of Notes to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date shall will be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall; provided that the Change of Control Payment Date may be delayed, if mailed prior to in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note of consummation such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of ControlControl Payment, state that the offer all Notes of such series accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order that Holders electing to accept have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) the Notes, the principal amount of Notes tendered for purchase, and a statement that such Offered SecurityHolder is withdrawing its tendered Notes and its election to have such Notes purchased;
(iii7) that if the Issuers are redeeming less than all of the Notes of such series, the Holders of the remaining Notes of such series will be issued new Notes of such series and such new Notes will be equal in principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description unpurchased portion of the tenor and terms Notes surrendered (the unpurchased portion of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer);
(ii) deposit with the paying agent an amount equal 8) if such notice is sent prior to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if a third party makes such an offer applicable, shall state that, in the mannerIssuers’ discretion, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenturemay be delayed until such time as any or all such conditions shall be satisfied, other than a default or that such purchase may not occur and such notice may be rescinded in the payment of event that any or all such conditions shall not have been satisfied by the Change of Control Payment upon a Date, or by the Change of Control Triggering Event.Payment Date as so delayed; and
(f9) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.14, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate 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 for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any compliance series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such laws series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or regulationsmodified with the written consent of the Holders of a majority in principal amount of the Notes of such series.
Appears in 1 contract
Samples: Base Indenture (Denali Holding Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem shall have redeemed the Offered Securities2018 Notes and 2023 Notes in full, it as set forth in Section 1.3 or 1.3A of this Fifth Supplemental Indenture or the Company shall be required to have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (a the “Change of Control Offer”) to each Holder holder of the Offered Securities 2018 Notes and 2023 Notes to repurchase, repurchase any and all of such holder’s 2018 Notes and 2023 Notes at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased2018 Notes and 2023 Notes to be repurchased (such principal amount to be equal to $2,000 or any integral multiple of $1,000 in excess of $2,000), plus accrued and unpaid interest, if any, on the Offered Securities 2018 Notes and 2023 Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation of the Change of Control, state that the offer to purchase interest whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
, (e2) The Company shall not be required that all conditions precedent contained herein to make a Change of Control Offer upon have been complied with and (3) that the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise Offer has been made in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offerIndenture. In addition, the The Company shall not repurchase any Offered Securities if there has occurred and is continuing on publicly announce the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment results of the Change of Control Payment upon a Change Offer on or as soon as possible after the date of Control Triggering Event.
(f) purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.3(3)1.4, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 1.4 by virtue of any compliance with such laws or regulationsconflict.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem a series of Notes pursuant to Section 5.07 by giving irrevocable written notice to the Offered SecuritiesTrustee in accordance with this Indenture, it each Holder of the applicable series of Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of such series of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem a series of Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to such series of Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, a notice the Company shall be mailed required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a written notice to each Holder of the applicable series of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall not be required to make a Change of Control Offer upon the occurrence with respect to any series of a Change of Control Triggering Event Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities Notes of such series that are properly tendered and not withdrawn under its offer. In addition, .
(e) The Notice of Change of Control Offer shall describe the Company shall not repurchase any Offered Securities if there has occurred transaction or transactions that constitute the Change of Control and state:
(i) that the Change of Control Offer is continuing on being made pursuant to this Section 3.06 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment Date an Event of Default under Date;
(iii) that any Note not tendered will continue to accrue interest;
(iv) that, unless the Indenture, other than a default Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment upon Date;
(v) any conditions precedent to the consummation of the Change of Control Offer;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Triggering EventOffer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the Notice of Change of Control Offer prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) 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, a facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer 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 such Holder's election to have the Notes purchased; and
(viii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.
(f) The On the Change of Control Payment Date, the Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934will, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.Offer;
Appears in 1 contract
Samples: Indenture (Cleveland-Cliffs Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each holder shall have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), except to the extent the Company has previously, concurrently or within 30 days following such Change of Control elected to redeem such Notes in accordance with Article III of this Indenture, or discharged this Indenture or exercised its legal defeasance option or covenant defeasance option, in each case in accordance with Article VIII.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Company has (i) exercised its right to redeem the Offered SecuritiesNotes of a series in accordance with Article III of this Indenture, it (ii) discharged this Indenture in accordance with Article VIII or (iii) exercised its legal defeasance option or covenant defeasance option in accordance with Article VIII, in each case, on or prior to the date that is 30 days following such Change of Control, the Company shall be required to make an offer mail, or deliver electronically if held by DTC, a notice (a “Change of Control Offer”) to each Holder holder of Notes of such series with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such holder has the right to require the Company shall be required to offer payment repurchase such holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on to, but excluding, the Offered Securities repurchased to the applicable date of repurchase (a “Change subject to the right of Control Payment”the holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date). Within 30 days following any ;
(ii) the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (sent); provided that in the case of a “conditional Change of Control Payment Date”). The notice shall, if mailed prior to the date Offer made in advance of consummation of the Change of Control, state that the offer to purchase is conditioned on the a Change of Control Triggering Event occurring as described below, the expected repurchase date will be stated and may be based on or prior a date relative to the closing of the applicable transaction that is expected to result in a Change of Control Payment DateTriggering Event and which may be tolled until the occurrence of a Change of Control Triggering Event; and
(iv) the instructions determined by the Company, consistent with this Section 4.08, that a holder must follow in order to have its Notes purchased.
(bc) In order Holders electing to accept have a Note purchased shall be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Company at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. The holders shall be entitled to withdraw their election if the Trustee, its Offered Security together with the form entitled “Election Form” (which form is contained in Paying Agent and the form of note attached hereto as Exhibit A) duly completed, or Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor holder and terms of such Offered Security;
(v) a statement that the Holder such holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of withdrawing its election to accept the Change of Control Offer have such Note purchased. Holders whose Notes are purchased only in part shall be irrevocable. The Change of Control Offer may be accepted for less than the entire issued new Notes equal in principal amount to the unpurchased portion of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNotes surrendered.
(d) On the purchase date, all Notes purchased by the Company under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, to the holders entitled thereto.
(e) A Change of Control Payment DateOffer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event, if a definitive agreement is in place for the Company shall, to Change of Control at the extent lawful:
(i) accept for payment all Offered Securities or portions time of such Offered Securities properly tendered pursuant to making of the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(ef) The Notwithstanding the foregoing provisions of this Section 4.08, the Company shall not be required to make a Change of Control Offer upon the occurrence of (or in advance of, as described in clause (e) above) a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offersuch Change of Control Offer.
(g) Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. In additionNotes purchased by a third party pursuant to the preceding clause (f) will have the status of Notes issued and outstanding.
(h) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall not repurchase also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder upon receipt of funds from the Company.
(i) Prior to any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date Offer, the Company shall deliver to the Trustee an Event of Default under Officer’s Certificate stating that all conditions precedent contained herein to the Indenture, other than a default in the payment right of the Change of Control Payment upon a Change of Control Triggering EventCompany to make such offer have been complied with.
(fj) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventNotes pursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.08 by virtue thereof.
(k) If holders of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any compliance with third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes of such laws series validly tendered and not withdrawn by such holders, the Company or regulationssuch third party will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes of such series that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. Any such redemption shall be effected pursuant to Article III.
Appears in 1 contract
Samples: Indenture (Gap Inc)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.3 hereof or Section 14.01 of the Base Indenture, it each holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided, that any remaining principal amount thereof shall be required at least the minimum authorized denomination thereof), of such holder’s Offered Securities pursuant to make an offer Section 1.4(3)(b) hereof (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash repurchase price equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on to, but excluding, the Offered Securities repurchased to the date of repurchase date.
(a “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall send, by first class mail, a notice shall be mailed to each holder, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail Change of Control Offer. Such notice shall describe the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to this Section 1.4(3) of this Eighth Supplemental Indenture;
(B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the repurchase such Offered Securities price and, that on the date specified in the such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shall, and the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.4(3);
(C) if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.;
(bD) In order that any Offered Security not tendered or accepted for payment shall continue to accept accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest after the Change of Control Payment Date;
(F) that holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures form entitled “Option of Holder to Elect Purchase” on the reverse of the Depositary) Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the paying agent, agent at least five the address specified in the notice prior to the close of business on the third Business Days Day prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(iiH) that holders shall be entitled to withdraw their election if the principal amount Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Offered Security the holder delivered for purchase and a statement that such holder is withdrawing its election to have such Offered Security purchased;
(I) that holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and
(viJ) a guarantee the CUSIP number, if any, printed on the Offered Securities being repurchased and that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior no representation is made as to the Change correctness or accuracy of Control Payment Datethe CUSIP number, if any, listed in such notice or printed on the Offered Securities.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(31.4(3), the Company shall comply with those the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.3(31.4(3) by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Samples: Eighth Supplemental Indenture
Change of Control Triggering Event. (a) If Following the occurrence of a Change of Control Triggering Event occurs, unless (the Company has exercised its option to redeem date of such occurrence being the Offered Securities, it shall be required to make an offer (a “"Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control OfferDate"), the Company shall be required notify the Trustee and Holders of the Securities of such occurrence in the manner prescribed by this Indenture and shall, within 20 Business Days after the Change of Control Date, make an Offer to offer payment Purchase all Securities then outstanding at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interestinterest thereon, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the 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 (a “Change of Control Payment Purchase Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer Company's obligations may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event satisfied if a third party makes such an offer the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements for of this Indenture applicable to an offer Offer to Purchase made by the Company and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offersuch Offer to Purchase. In additionEach Holder shall be entitled to tender all or any portion of the Securities owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Security tendered must be tendered in an integral multiple of $1,000 principal amount.
(b) On or prior to the Purchase Date specified in the Offer to Purchase, the Company shall not repurchase (i) accept for payment all Securities or portions thereof validly tendered pursuant to the Offer, (ii) deposit with the Paying Agent or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04) money sufficient to pay the Purchase Price of all Securities or portions thereof so accepted and (iii) deliver or cause to be delivered to the Trustee for cancellation all Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent (or the Company, if so acting) shall promptly mail or deliver to Holders of Securities so accepted, payment in an amount equal to the Purchase Price for such Securities, and the Trustee shall promptly authenticate and mail or deliver to each Holder of Securities a new Security or Securities equal in principal amount to any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment unpurchased portion of the Change Security surrendered as requested by the Holder. Any Security not accepted for payment shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of Control Payment upon a Change of Control Triggering Eventthe Offer on or as soon as practicable after the Purchase Date.
(fc) The If the Company shall makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the requirements of extent applicable, Section 14(e) and Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws Federal or regulations conflict with this Section 1.3(3), the Company shall comply with those state securities laws and regulations and any applicable requirements of any securities exchange on which the Securities are listed, and any violation of the provisions of this Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue a Default or an Event of any compliance with such laws or regulationsDefault.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes in full, it the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part of that Holder’s Notes (equal to in minimum denominations of $1,000 or an 2,000 and integral multiple multiples of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In at a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus any accrued and unpaid interest, if any, interest on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event with respect to the Notes or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice shall be mailed to the Trustee and to the Holders each Holder of the Offered Securities Notes describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, unless otherwise required by law (a the “Change of Control Payment Date”), pursuant to the procedures described in such notice. 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)1401, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 1401 by virtue of any compliance with such laws or regulations.conflict(s). On the Change of Control Payment Date the Company shall, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Issuer has exercised its option mailed or electronically delivered, or has caused to redeem be mailed or electronically delivered, a notice of redemption pursuant to paragraph 7 of the Offered SecuritiesNotes with respect to all outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it each Holder shall be required have the right to make an offer require the Issuer to repurchase such Holder’s Notes, in whole or in part, at a purchase price in cash (a the “Change of Control OfferPayment”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to to, but not including, the date of repurchase such purchase (a “Change subject to the right of Control Payment”Noteholders of record on the relevant record date to receive interest due on the relevant interest payment date). , in accordance with the terms set forth in this Section 4.13.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Issuer has previously or concurrently mailed or electronically delivered or caused to any Change of Control, but after public announcement be mailed or electronically delivered a redemption notice with respect to all outstanding Notes pursuant to paragraph 7 of the transaction that constitutes Notes, the Issuer shall mail by first-class mail or may constitute the Change of Controlelectronically deliver, or cause to be mailed by first-class mail or electronically delivered, a notice shall be mailed to each Holder with a copy to the Trustee and to (the Holders “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(1) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Issuer to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to, but not including, the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the purchase date, which date shall be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(4) if the notice is mailed or electronically delivered prior to a “Change of Control Payment Date”). The notice shallTriggering Event, if mailed prior to the date of consummation of that the Change of Control, state that the offer to purchase Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(5) the instructions, as determined by the Issuer, consistent with this Section 4.13, that the Holder must follow in order to the Change of Control Payment Datehave that Xxxxxx’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Issuer at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Datepurchase date. Holders will be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the Holder such Xxxxxx is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.13 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.13, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date Offer (any such third-party offer, an Event of Default under the Indenture, other than a default in the payment of the “Alternate Offer”).
(f) A Change of Control Payment Offer may be made in advance of a Change of Control, and may be conditional upon the occurrence of a Change of Control or a Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
(fg) The Company Issuer shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.13, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.13 by virtue of any its compliance with such securities laws or regulations.
Appears in 1 contract
Samples: Indenture (Hess Midstream LP)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.1(6) hereof or Section 14.01 of the Base Indenture, it each Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be required at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to make an offer Section 1.3(3)(b) hereof (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase.
(a “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall send, by first class mail, a notice shall be mailed to each Holder, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail Change of Control Offer. Such notice shall describe the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase such this Section 1.3(3) of this Tenth Supplemental Indenture;
(B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities Securities, the purchase price and, that on the date specified in the such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shall, the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.;
(bD) In order that any Offered Security not tendered or accepted for payment shall continue to accept accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures form entitled “Option of Holder to Elect Purchase” on the reverse of the Depositary) Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the paying agent, agent at least five Business Days the address specified in the notice prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(iiH) that Holders shall be entitled to withdraw their election if the principal amount Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(I) that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and
(viJ) a guarantee the CUSIP number, if any, printed on the Offered Securities being repurchased and that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior no representation is made as to the Change correctness or accuracy of Control Payment Datethe CUSIP number, if any, listed in such notice or printed on the Offered Securities.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3), the Company shall comply with those the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (TE Connectivity Ltd.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin this First Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence and other than as required by law, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange exchange, or the Financial Industry Regulatory Authority, Inc., Inc. or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will shall be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding Outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Notwithstanding the foregoing, the Company and the Guarantors shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), none of the Company or the Guarantors shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any its compliance with such securities laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has previously or concurrently exercised its option right to redeem all of the Offered SecuritiesNotes as provided in Section 3.7, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the Offered Securities right to repurchase, at require the Holder’s election, Company to repurchase all or any part (equal to $1,000 U.S.$2,000 or an integral multiple of $1,000 U.S.$1,000 in excess thereof) of that Holder’s Offered Securities on Notes pursuant to the terms set forth hereinoffer described below (the “Change of Control Offer”). In a the Change of Control Offer, the Company shall be required to will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes to be repurchased plus accrued and unpaid interestinterest thereon, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the Offered Securities repurchased relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of repurchase (a “Change of Control Payment”purchase). Within Except as provided in Section 4.10(g) below, within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior Company will send a notice to any Change of Control, but after public announcement of each Holder describing the transaction or transactions that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in such notice (the notice“Change of Control Payment Date”), which date shall will be no earlier than 30 15 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shallsent, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment procedures required by this Indenture and described in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) such notice. The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall will comply with the requirements of Rule 14e-1 under the Applicable Securities Exchange Act of 1934, as amended (the “Exchange Act”), Legislation and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this the provisions of Section 1.3(3)4.10, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) covenant by virtue of any the Company’s compliance with such securities laws or regulations.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful: 78 US-DOCS\113440289.2 10018285.2
(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
(c) The Paying Agent will promptly send (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes so tendered and not withdrawn the Change of Control Payment for such tendered Notes, with such payments to be made through the facilities of the Depositary for all Notes in global form, and the Trustee, upon receipt of a Company Order, will promptly authenticate and send (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a principal amount of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof.
(d) If the Change of Control Payment Date is after the taking of a record of the Holders on a record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered on such record date, and no other interest will be payable to Holders who tender pursuant to the Change of Control Offer.
(e) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(f) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control Triggering Event will be applicable regardless of whether or not any other provisions of this Indenture are applicable.
(g) The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if: (1) 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 Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer, (2) a notice of redemption for all outstanding Notes has been given in accordance with this 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 publicly announced Change of Control or Change of Control Triggering Event, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer.
(h) A Change of Control Offer or Alternate Offer may be made in advance of a Change of Control or Change of Control Triggering Event, and conditioned upon the occurrence of a Change of Control or Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer or Alternate Offer. US-DOCS\113440289.2 10018285.2
(i) In the event that upon consummation of a Change of Control Offer or Alternate Offer, less than 10% of the aggregate principal amount of the Notes (including Additional Notes, if any) remain outstanding, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to the applicable Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest, if any, to, but not including, 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 on or prior to the date of purchase). Any redemption pursuant to this Section 4.10(i) shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.
(j) The Company’s obligation to make a Change of Control Offer pursuant to this Section 4.10 may be waived, modified or terminated with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control Triggering Event.
Appears in 1 contract
Samples: Indenture (Baytex Energy Corp.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem shall have redeemed the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Seventh Supplemental Indenture or the Company shall be required to have defeased the Notes or have satisfied and discharged the Notes, as set forth in Article Eleven of the Base Indenture, the Company shall make an offer (a the “Change of Control Offer”) to each Holder holder of the Offered Securities Notes to repurchase, repurchase any and all of such holder’s Notes at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities Notes describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 15 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation of the Change of Control, state that the offer to purchase interest whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted accepted, together with an Officers’ Certificate stating (1) the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
, (e2) The Company shall not be required that all conditions precedent contained herein to make a Change of Control Offer upon have been complied with and (3) that the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise Offer has been made in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offerIndenture. In addition, the The Company shall not repurchase any Offered Securities if there has occurred and is continuing on publicly announce the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment results of the Change of Control Payment upon a Change Offer on or as soon as possible after the date of Control Triggering Event.
(f) purchase. The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of this Section 1.3(3)1.4, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 1.4 by virtue of any compliance with such laws or regulationsconflict.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder shall have the right to require that the Company repurchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) in accordance with the terms contemplated in Section 4.9(b).
(b) Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its option previously or concurrently mailed a redemption notice with respect to redeem all outstanding Notes as described under Section 3.4, the Offered Securities, it Company shall be required mail a notice by first-class mail (or otherwise delivered in accordance with the Applicable Procedures) to make an offer each Holder with copies to the Trustees (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the right to require the Company shall be required to offer payment purchase such Holder’s Notes at a purchase price in cash equal to 101101.0% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the Event;
(iii) an expiration date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a mailed, the “Change of Control Payment Expiration Date”) and a settlement date for purchase (the “Purchase Date”) not more than five Business Days after the Expiration Date). The notice shall; and
(iv) the instructions, if mailed prior as determined by the Company, consistent with this Section 4.9, that a Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order A Holder may tender all or any portion of its Notes pursuant to accept the a Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) subject to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member requirement that any portion of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Note tendered must be equal to in denominations of $2,000 or an and integral multiple multiples of $1,000 in excess thereof. Holders are entitled to withdraw Notes tendered up to the close of business on the Expiration Date.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if if: (i) 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 Indenture applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer) or (ii) a notice of Default under the Indenture, other than a default in the payment of the redemption that is or has become unconditional has been given pursuant to Section 3.4.
(e) A Change of Control Payment upon Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.
(f) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable or regulations, including Canadian Securities Laws, in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.9, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.9 by virtue of any its compliance with such securities laws or regulations.
(g) On the Purchase Date, the purchase price will become due and payable on each Note accepted for purchase pursuant to the Change of Control Offer, all Notes purchased by the Company under this Section 4.9 shall be delivered by the Company to the U.S. Trustee for cancellation and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. Interest on Notes purchased by the Company under this Section 4.9 shall cease to accrue on and after the Purchase Date.
(h) At the time the Company delivers Notes to the U.S. Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.9. A Note shall be deemed to have been accepted for purchase at the time the U.S. Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
Appears in 1 contract
Samples: Indenture (Open Text Corp)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the right to require that the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (repurchase all or a “Change portion of Control Offer”) to each Holder of the Offered Securities to repurchase, at the such Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change subject to the right of Control Payment”Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the provisions of the next paragraph. Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any the occurrence of a Change of ControlControl Triggering Event, but after the public announcement of the transaction that constitutes or may constitute the a Change of Control, the Company shall mail a notice shall be mailed to each Holder with a copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction Trustee, stating:
(a) that constitutes or may constitute the a Change of Control Triggering Event has occurred or will occur and offering that such Holder has the right to repurchase require the Company to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount outstanding at the Repurchase Date plus accrued and unpaid interest, if any, to the Repurchase Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date) (the “Repurchase Price”);
(b) the circumstances and relevant facts and relevant financial information regarding such Change of Control Triggering Event;
(c) the repurchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed) (a the “Change of Control Payment Repurchase Date”);
(d) that any Note not tendered or accepted for payment will continue to accrue interest;
(e) that any Note accepted for payment shall cease to accrue interest after the Repurchase Date;
(f) that Holders electing to have a Note purchased will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice at least five days before the Repurchase Date;
(g) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three days prior to the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have the Note purchased; and
(h) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. The notice shall, if mailed prior to the date of consummation of the Change of ControlControl Triggering Event, state that the offer right to require the Company to purchase such Holders’ Notes is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Repurchase Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Repurchase Date, the Company shall, to the extent lawful:
shall (i) accept for payment all Offered Securities Notes or portions of such Offered Securities thereof properly tendered pursuant to the Change of Control Offer;
tendered, (ii) deposit with the paying agent an amount equal Paying Agent money sufficient to pay the Change of Control Payment in respect Repurchase Price of all Offered Securities Notes or portions of Offered Securities properly tendered; and
thereof so accepted and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly Notes so accepted together with an Officers’ Certificate stating the aggregate Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted, payment in an amount equal to the Repurchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount of Offered Securities or portions any unpurchased portion of Offered Securities being repurchased.
(e) the Note surrendered. The Company shall not be required to make a Change will publicly announce the results on the Repurchase Date or as soon as practicable thereafter. For purposes of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In additionthis Section 4.03, the Company Trustee shall not repurchase any Offered Securities if there has occurred and is continuing on act as the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventPaying Agent.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchase, at require that the Issuer purchase such Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedpurchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in Section 4.01(b) of this Supplemental Indenture.
(b) Within 30 days following any Change of Control Triggering Event, unless the Issuer has exercised its option to redeem all the Notes pursuant to paragraph 5 of the Notes, the Issuer shall mail (or deliver by electronic transmission in accordance with the applicable procedures of the Depositary) a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(2) the circumstances that constitute such Change of Control Triggering Event or, at Event;
(3) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the purchase date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed sent); and
(4) the instructions, as determined by the Issuer, consistent with this Section 4.01, that a “Change of Control Payment Date”). The notice shall, if mailed prior Holder must follow in order to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly executed, to the paying agent, Trustee for cancellation at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together purchase date. Notes held in book entry form shall be delivered in accordance with the form Depositary’s procedures. Holders will be entitled “Election Form” (which form is contained in to withdraw their election if the form of note attached hereto as Exhibit A) duly completedTrustee or the Issuer receives not later than one Business Day prior to the purchase date, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note which was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its withdrawing his or her election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of have such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofNote purchased.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallIssuer under this Section 4.01 shall be delivered by the Issuer to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Company Notwithstanding the foregoing provisions of this Section 4.01, the Issuer shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.01 applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer or if the Indenture, other than a default in Issuer has exercised its option to redeem all the payment Notes pursuant to paragraph 5 of the Change of Control Payment upon Notes. Notwithstanding anything to the contrary herein, a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable Offer may be made in connection with the repurchase of the Offered Securities as a result advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of such Change of Control Offer.
(f) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.01. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.01, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.01 by virtue of any its compliance with such securities laws or regulations.
(g) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Offer and the Issuer, or any third party approved in writing by the Issuer making a Change of Control Offer in lieu of the Issuer in accordance with this Section 4.01, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given that such notice is not given more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Second Change of Control Payment Date.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Issuer or a third party has exercised its option previously or concurrently delivered a redemption notice with respect to redeem all of the Offered Securitiesoutstanding Notes as described in this Article, it the Issuer shall be required offer to make an offer repurchase the Notes as described in this Section 3.05 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash price equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”)repurchase. Within 30 thirty (30) calendar days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurs, the Issuer must send, or cause the Trustee to repurchase send, a notice to each Holder, with a copy to the Trustee (if the Issuer sends such Offered Securities on the date specified in the notice), which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the repurchase date, which must be no earlier than 30 fifteen (15) calendar days and no nor later than 60 sixty (60) calendar days from after the date such notice is mailed delivered, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallHolders electing to have a Note repurchased pursuant to a Change of Control Offer will be required to surrender the Note, if mailed prior with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes that it agrees to sell to the date of consummation of the Change of Control, state that the offer Issuer pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer, to the Paying Agent at the address specified in the notice prior to the close of business on or the third Business Day prior to the Change of Control Payment Date.
(b) In order to accept . For Global Notes, the delivery of a Change of Control Offer, Notice and the Holder must deliver (or otherwise comply with alternative instructions repurchase of beneficial interests in any such Global Note pursuant to a Change of Control Triggering Event shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 herein applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding any provision hereof to the Indenturecontrary, other than the Issuer (or a default in the payment of the third party) may make a Change of Control Payment upon a Offer in advance of, and conditioned upon, any Change of Control Triggering Event.
(f) . The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the provisions hereof related to a Change of Control Offer, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) hereunder by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless unless, with respect to the 2027 Notes, the Company has exercised its option right to redeem the Offered Securities2027 Notes in full as described in Section 3.01, it shall be required or with respect to make any series of Notes, such series of Notes has become redeemable as described in Section 3.02, Holders of both series of Notes will have the right to require the Company to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to Holders of each applicable series of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities applicable series of Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes of each applicable series, or portions of such Offered Securities Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent applicable Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes of each applicable series, or portions of Offered Securities such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities such Notes, or portions of Offered Securities such Notes, being repurchased.
(ec) The applicable Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof. The Company shall will not be required to make a Change an offer to repurchase Notes of Control Offer any series upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes in full as described in Section 3.01, it shall be required or with respect to make an offer (a “Change any series of Control Offer”) Notes, such series of Notes has become redeemable as described in Section 3.02 or 3.04, Holders of each series of Notes will have the right to each Holder of require the Offered Securities Company to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to Holders of each applicable series of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities applicable series of Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 or the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes of each applicable series, or portions of such Offered Securities Notes, properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes of each applicable series, or portions of Offered Securities such Notes, properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes of each applicable series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities such Notes, or portions of Offered Securities such Notes, being repurchased.
(ec) The Paying Agent will promptly mail to each Holder of Notes of each applicable series properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Note of such series equal in principal amount to any unpurchased portion of any Notes of such series surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall will not be required to make a Change an offer to repurchase Notes of Control Offer any series upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes of each such series properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (athe “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, thereon to the date of purchase (the “Change of Control Payment”) If a in accordance with the procedures set forth below. Within 30 days following the date on which the Change of Control Triggering Event occurs, unless the Company has exercised its option must send by first-class mail, a notice to redeem each Holder, with a copy to the Offered SecuritiesTrustee, it which notice shall be required to make an offer (a “govern the terms of the Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a Such notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction state:
(1) that constitutes or may constitute the Change of Control Triggering Event Offer is being made pursuant to this Section 4.07 and offering to repurchase such Offered Securities on the date specified in the notice, which date that all Notes tendered shall be accepted for payment;
(2) the Change of Control Payment and the purchase date (which shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”). The notice shall);
(3) that any Note not tendered shall continue to accrue interest;
(4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, state that the offer any Notes accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer shall cease to accrue interest after the Change of Control Payment Date.;
(b5) In order that Holders accepting the offer to accept have their Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of the Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control OfferPayment Date;
(6) that Holders shall be entitled to withdraw their acceptance if the Paying Agent receives, not later than the Holder must deliver (or otherwise comply with alternative instructions in accordance with close of business on the procedures of the Depositary) to the paying agent, at least five third Business Days prior to Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of the Notes delivered for purchase, and a statement that such Offered SecurityHolder is withdrawing his election to have such Notes purchased;
(iii7) the that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of such Offered Security to be repurchasedthe Notes surrendered;
(iv) the certificate number or 8) any other procedures that a description of the tenor and terms of such Offered Security;
(v) Holder must follow to accept a statement that the Holder is accepting the Change of Control OfferOffer or effect withdrawal of such acceptance; and
(vi9) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by name and address of the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocablePaying Agent. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
, (i1) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
, (ii2) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
, and (iii3) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made purchased by the Company and Company. Subject to applicable Depository procedures with respect to Global Notes, the third party purchases all Offered Securities Paying Agent shall as promptly as practicable mail to each Holder of Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under for such Notes, and the Indenture, other than Company and the Trustee shall as promptly as practicable execute and authenticate and mail to each Holder a default new Note in the payment principal amount equal to any unpurchased portion of the Change Notes surrendered, if any; provided however, that each such new Note shall be in a principal amount of Control Payment upon a Change $2,000 or an integral multiple of Control Triggering Event.
(f) $1,000 in excess thereof. The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.07, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 1.3(3) 4.07 by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesSecurities pursuant to Section 1.1(6) hereof or Section 14.01 of the Base Indenture, it each Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be required at least the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant to make an offer Section 1.3(3)(b) hereof (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase.
(a “Change of Control Payment”). b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall send, by first class mail, a notice shall be mailed to each Holder, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail Change of Control Offer. Such notice shall describe the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering shall state:
(A) that the Change of Control Offer is being made pursuant to repurchase such this Section 1.3(3) of this Eighth Supplemental Indenture;
(B) that the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities Securities, the purchase price and, that on the date specified in the such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed mailed, other than as may be required by law (a the “Change of Control Payment Date”). The notice shall, the Company shall repurchase the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.;
(bD) In order that any Offered Security not tendered or accepted for payment shall continue to accept accrue interest;
(E) that, unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest after the Change of Control Payment Date;
(F) that Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such Offered Security purchased;
(G) that Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to surrender their Offered Securities, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures form entitled “Option of Holder to Elect Purchase” on the reverse of the Depositary) Offered Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer the Offered Security by book-entry transfer, to the paying agent, agent at least five Business Days the address specified in the notice prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(iiH) that Holders shall be entitled to withdraw their election if the principal amount Company, the Depositary or the paying agent, as the case may be, receives, not later than the expiration of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Offered Security purchased;
(I) that Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and
(viJ) a guarantee the CUSIP number, if any, printed on the Offered Securities being repurchased and that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior no representation is made as to the Change correctness or accuracy of Control Payment Datethe CUSIP number, if any, listed in such notice or printed on the Offered Securities.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and the such third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company shall will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3), the Company shall comply with those the applicable securities laws and regulations and shall not be deemed not to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (TE Connectivity Ltd.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder of Notes shall have the Company has exercised its option right to redeem require the Offered Securities, it shall be required Issuer to make an repurchase all or any part of such Holder’s Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of at a purchase price (the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Purchase Price”) equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interestinterest to, if anybut excluding, the purchase date (subject to the right of Holders of record on the Offered Securities repurchased relevant record date to receive interest due on the date of repurchase relevant interest payment date).
(a “Change of Control Payment”). b) Within 30 days following any Change of Control Triggering Event orEvent, the Issuer shall send or cause to be sent by first-class mail (or electronic transmission in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder of Notes, at such Holder’s address appearing in the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of ControlNote register, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction stating: (A) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that a Change of Control Offer is being made pursuant to repurchase such Offered Securities on this Section 4.12 and that all Notes timely tendered will be accepted for repurchase; (B) the date specified in Change of Control Purchase Price and the noticepurchase date, which date shall be be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 10 days and no nor later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). The notice shall, if mailed prior ; and (C) the procedures that Holders of Notes must follow in order to tender their Notes (or portions thereof) for payment and the date procedures that Holders of consummation of the Change of Control, state that the offer Notes must follow in order to purchase is conditioned on the Change of Control Triggering Event occurring on withdraw an election to tender Notes (or prior to the Change of Control Payment Dateportions thereof) for payment.
(bc) In order Holders electing to accept have a Note purchased shall be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed and attached to the paying agentNote, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note that was delivered for purchase by the certificate number or a description of the tenor Holder and terms of such Offered Security;
(v) a statement that the such Holder is accepting withdrawing its election to have such Note purchased.
(d) On or prior to the Change of Control Offer; and
(vi) a guarantee that such Offered SecurityPayment Date, together the Issuer shall irrevocably deposit with either the Trustee or with the form Paying Agent (or, if the Issuer or any of its Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled “Election Form” duly completedthereto, will to be received held for payment in accordance with the provisions of this Section. On the Change of Control Payment Date, the Issuer shall deliver to the Trustee the Notes or portions thereof that have been properly tendered to and are to be accepted by the paying agent at least five Business Days prior Issuer for payment. The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or, in the case of Global Notes, deliver payment to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Issuer immediately after the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of following a Change of Control Triggering Event if (i) 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 Indenture applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event Offer or (ii) notice of Default under redemption has been given pursuant to this Indenture to redeem all of the IndentureNotes pursuant to Section 3.07, other than unless and until there is a default in the payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Payment Offer may be made in advance of a Change of Control, conditioned upon a the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.
(f) The Company shall comply Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Section, the Company shall Issuer will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.12 by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Samples: Indenture (Energizer Holdings, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes pursuant to Section 5.07 by giving irrevocable written notice to the Trustee in accordance with the Indenture, it each Holder of the Notes shall be required have the right to make an require the Company to purchase all or a portion of such Holder’s Notes pursuant to the offer described in this Section 3.06 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase), at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). Within , subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) Unless the Company has exercised its right to redeem the Notes, within 30 days following any the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall be required to send, by first class mail (or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes, electronically), a notice shall be mailed to each Holder of Notes, with a copy to the Trustee and to (“Notice of Change of Control Offer”), which Notice of Change of Control Offer shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such Notice of Change of Control Offer shall state, among other things, the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or otherwise sent, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallNotice of Change of Control Offer, if mailed or otherwise sent prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event with respect to the Offered Securities occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that HolderXxxxxx’s Offered Securities on the terms set forth hereinin this Fifth Supplemental Indenture. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities to be repurchased, plus accrued and unpaid interest, if any, on the Offered Securities to be repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event with respect to the Offered Securities or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed sent to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such the Offered Securities on the date specified in the notice, which date shall shall, except as described in the immediately following sentence, be no earlier than 30 days and no later than 60 days from the date such notice is mailed sent (or, in the case of a notice prior to the consummation of the Change of Control Triggering Event, no earlier than 30 nor later than 60 days from the Change of Control Triggering Event) other than as may be required by law (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, each Holder of Notes will have the right (unless the Company has Issuers have exercised its option their right to redeem all of the Offered Securities, it shall be required then outstanding Notes pursuant to make an Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus thereof together with accrued and unpaid interestinterest to, if anybut excluding, the applicable Change of Control Payment Date (subject to the right of Holders of record on the Offered Securities repurchased relevant Record Date to receive interest due on any Interest Payment Date falling on or prior to the date Change of repurchase Control Payment Date) (a the “Change of Control PaymentPurchase Price”). .
(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering shall have occurred, the Issuers must (unless the Issuers have exercised their right to repurchase such Offered Securities on redeem all of the date specified Notes pursuant to Section 5 of the Notes by sending (or causing the Trustee to send) a notice of redemption) send, by first class mail, a notice to each Holder of Notes (or, in the noticecase of Global Notes, send such notice in accordance with the applicable procedures, if any, of the Depositary), with a copy to the Trustee, which date notice shall govern the terms of the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Indenture and that all Notes that are validly tendered and not withdrawn will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date, which must be a Business Day no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a or otherwise transmitted), other than as may be required by law (the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii3) the principal amount of such Offered Securitythat any Note not tendered will continue to accrue interest;
(iii4) the principal amount of such Offered Security that any Note accepted for payment pursuant to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes) and the only remaining right of the Holder will be irrevocable. The to receive payment of the Change of Control Purchase Price upon surrender of the applicable Note to the Paying Agent;
(5) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may be accepted for less than only elect to have such Note purchased in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided that the entire remaining principal amount of an Offered Security, but any such Note surrendered for repurchase in that event the principal amount of such Offered Security remaining outstanding after repurchase must part shall be equal to $2,000 or an integral multiple of $1,000 in excess thereof.;
(d6) On that if a Holder elects to have a Note purchased pursuant to a Change of Control Offer it will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of or attached to 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 Note and provide the information required by such form in accordance with the applicable procedures, if any, of the Depositary) prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(7) that a Holder will be entitled to withdraw its election if the Issuers receive, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the Company shallname of such Holder, the principal amount of Notes such Holder delivered for purchase, and a statement that such Xxxxxx is withdrawing its election to have such Notes purchased; and
(8) that if any Note is purchased only in part a new Note will be issued in principal amount equal to the unpurchased portion of the Note surrendered.
(c) On or before the Change of Control Payment Date for the Notes, the Issuers will, to the extent lawful:
(i1) accept for payment all Offered Securities Notes or portions of such Offered Securities properly Notes (in denominations of $1,000 and integral multiples of $1,000 in excess thereof) validly tendered and not withdrawn pursuant to the Change of Control Offer; provided that if, following repurchase of a portion of a Note, the remaining principal amount thereof would be less than $2,000, 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 $2,000;
(ii2) deposit with the paying agent a Paying Agent an amount equal to the Change of Control Payment payment due in respect of all Offered Securities Notes or portions of Offered Securities properly tendered; andthereof so tendered and not withdrawn;
(iii3) deliver or cause to be delivered to the Trustee for cancellation the Offered Securities properly Notes so accepted together with for payment; and
(4) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the aggregate Issuers in accordance with the applicable provisions of this Indenture.
(d) The Issuers, the depositary, if any, appointed by the Issuers for such Change of Control Offer or a Paying Agent, as the case may be, shall promptly mail or deliver (or, in the case of Global Notes, deliver in accordance with the applicable procedures, if any, of the Depositary) to each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes validly tendered by such Holder and not withdrawn and accepted by the Issuers for purchase. Further, the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver (including by book-entry transfer) such new Note to such Holder, in a principal amount equal to any unpurchased portion of Offered Securities the Note accepted for payment (it being understood that, notwithstanding anything in this Indenture to the contrary, no Officers’ Certificate or portions Opinion of Offered Securities being repurchasedCounsel will be required for the Trustee to authenticate and mail or deliver any such new Note). Any Note not so accepted shall be promptly mailed or delivered (including by book-entry transfer) by the Issuers or the Trustee to the Holder thereof.
(e) 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 Payment Date (unless the Issuers shall default in the payment of the Change of Control Purchase Price of the Notes).
(f) If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date for the Notes, any accrued and unpaid interest on the Notes to, but excluding, the Change of Control Payment Date will be paid to the Persons in whose names the applicable Notes are registered at the close of business on the applicable Record Date.
(g) The Company shall Issuers will not be required to make a Change of Control Offer for the Notes upon the occurrence of a Change of Control 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 Indenture that are applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding anything in this Indenture to the Indenturecontrary, other than a default in the payment of the Change of Control Payment upon 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.
(fh) The Company shall Issuers will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)Indenture relating to a Change of Control Offer, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Section 1.3(3) Indenture by virtue thereof.
(i) The provisions of this Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event (including the definitions relating thereto) and the terms of any compliance such offer may, subject to the limitations set forth in Section 9.02, be waived or modified with such laws or regulationsthe written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes.
Appears in 1 contract
Samples: Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option right to redeem the Offered SecuritiesNotes as described in Section 3.01, it shall be required holders of Notes will have the right to make an offer (a “Change of Control Offer”) require the Company to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth hereinin the Notes. In a the Change of Control Offer, the Company shall will be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, Notes repurchased plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event Event, or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after the public announcement of the transaction that the constitutes or may constitute the Change of Control, the Company will be required to mail a notice shall be mailed to holders of Notes, with a copy to the Trustee and to the Holders of the Offered Securities Trustee, describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities the Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a the “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice. The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Payment Date.
(b) In order to accept Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control OfferTriggering Event provisions of the Notes, the Holder must deliver (or otherwise Company will comply with alternative instructions in accordance with the procedures of the Depositary) applicable securities laws and regulations and will not be deemed to the paying agent, at least five Business Days prior to have breached its obligations under this Section 3.02 or the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name Triggering Event provisions of the Holder Notes by virtue of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocableconflicts. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
. The Paying Agent will promptly mail to each holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (eor cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of U.S. $2,000 or an integral multiple of U.S. $1,000 in excess thereof. The Company shall will not be required to make a Change of Control Offer an offer to repurchase the Notes upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall will not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to the Notes, unless the Company has exercised its option to redeem the Offered SecuritiesNotes as described above, it the Company shall be required to make an offer (a the “Change of Control Offer”) to each Holder of the Offered Securities then outstanding Notes, to repurchase, at the Holder’s election, repurchase all or any part (equal to $€1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities Notes on the terms set forth hereinherein and in the Notes, provided that a Holder tendering Notes for repurchase only in part must retain not less than €100,000 aggregate principal amount of Notes. In a the Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities Notes repurchased, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice the Company shall be mailed mail to the Trustee and to the Holders of the Offered Securities Notes, and furnish the Trustee with a copy thereof, a notice describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and Event, offering to repurchase such Offered Securities the Notes on the 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 (a the “Change of Control Payment Date”), setting forth the instructions determined by the Company, consistent with the provisions of this Section 3.3, that a Holder must follow in order to have its Notes purchased, and stating that a Holder may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing in Exhibit A, or a comparable form, together with any other procedures that a Holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance. 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment DateDate for the Notes, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchased.
(ec) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases repurchases all Offered Securities Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event event of Default default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(fd) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.Triggering
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has exercised its option right to redeem require that the Offered SecuritiesIssuer repurchase such Holder’s Securities in whole or in part in integral multiples of $1,000, it shall be required in accordance with the procedures set forth in this Section 907 and this Indenture.
(b) Within 30 days following the occurrence of both a Change of Control and a Rating Decline with respect to make an offer the Securities (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control PaymentTriggering Event”). Within 30 days following any Change of Control Triggering Event , or, at the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement thereof, the Issuer will be required to make an Offer to Purchase all Outstanding Securities, unless the Issuer has issued a notice to redeem all of the transaction that constitutes or may constitute the Change Securities as provided in Article Ten of Controlthis Indenture, at a notice shall be mailed price in cash equal to the Trustee and to the Holders 101% of the Offered Securities describing in reasonable detail principal amount of the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the Purchase Date, plus accrued and unpaid interest (if any) to such Purchase Date (subject to the right of Holders of record on the relevant record date specified in to receive interest due on the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”relevant interest payment date). The notice shall, if mailed If delivered prior to the date of consummation of the Change of Control, the notice of such Offer to Purchase shall state that the offer Offer to purchase Purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in such notice and may include other related conditions; provided, however, that no such condition shall relieve the Issuer from its repurchase obligation if a Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions Triggering Event in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datefact occurs.
(c) Any exercise by a Holder of its election The Issuer and the Trustee shall perform their respective obligations for the Offer to accept Purchase as specified in the Change of Control Offer shall be irrevocableOffer. The Change of Control Offer may be accepted for less than Prior to the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful:
Issuer shall (i) accept for payment all Offered Securities or portions of such Offered Securities properly thereof tendered pursuant to the Change of Control Offer;
, (ii) irrevocably deposit with the paying agent an amount equal Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 903) money sufficient to pay the Change of Control Payment in respect Purchase Price of all Offered Securities or portions of Offered Securities properly tendered; and
thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (iii) deliver or cause to be delivered to the Trustee the Offered all Securities properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements thereof accepted for an offer made payment by the Company Issuer. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the third party purchases all Offered Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities properly tendered and equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not withdrawn under its offeraccepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In additionthe event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on Trustee or the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934Paying Agent, as amended (the “Exchange Act”)case may be, and any other securities laws and regulations thereunder shall deliver the excess to the extent those laws and regulations are applicable in connection with Issuer immediately after the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsPurchase Date.
Appears in 1 contract
Samples: Indenture (Level 3 Parent, LLC)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to any series of notes, unless each holder of notes of such series will have the Company has exercised its option right to redeem the Offered Securities, it shall be required require Issuer to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof1,000) of that Holderholder’s Offered Securities notes of such series pursuant to a Change of Control Offer on the terms set forth hereinin the indenture. In a the Change of Control Offer, the Company shall be required to Issuer will offer payment a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, notes repurchased plus accrued and unpaid interest, if any, interest on the Offered Securities notes repurchased to to, but not including, the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at Issuer will send a notice (the Company’s option, prior to any “Change of Control, but after public announcement Control Offer”) to each holder of notes to which such Change of Control Triggering Event applies and the trustee describing the transaction or transactions and identify the ratings decline that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may together constitute the Change of Control Triggering Event and offering to repurchase the notes of such Offered Securities series on the date Change of Control Payment Date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be procedures required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company indenture and the third party purchases all Offered Securities properly tendered and not withdrawn under its offerdescribed in such notice. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Change of Control Triggering Event provisions of the indenture, or compliance with the Company shall Change of Control Triggering Event provisions of the indenture would constitute a violation of any such laws or regulations, Issuer will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) the Change of Control Triggering Event provisions of the indenture by virtue of such compliance. In connection with the tender of any compliance notes with respect to a Change of Control Triggering Event, the tendering holder shall provide good title to the notes, free and clear of all liens and encumbrances, and shall represent and warrant that such laws or regulations.holder is presenting good title, free and clear of all liens and encumbrances, and such other representations and warranties as are customary. On the Change of Control Payment Date, Issuer will, to the extent lawful:
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has right to require the Issuers to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control Triggering Event, the Issuers shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that they have exercised its option their right to redeem such Securities in accordance with Article 3 of this Indenture.
(b) Within 30 days following any Change of Control Triggering Event, except to the extent that the Issuers have exercised their right to redeem the Offered SecuritiesSecurities in accordance with Article 3 of this Indenture, it the Issuers shall be required to make an offer send a notice (a “Change of Control Offer”) to each Holder of with a copy to the Offered Securities to repurchase, at the Holder’s election, all or any part Trustee stating:
(equal to $1,000 or an integral multiple of $1,000 in excess thereofi) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, Triggering Event has occurred and that such Holder has the Company shall be required right to offer payment require the Issuers to purchase all or a portion of such Holder’s Securities at a purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but not including, the date of repurchase purchase (subject to the right of Holders of record on a “Change of Control Payment”record date to receive interest on the relevant interest payment date). Within 30 days following any ;
(ii) the circumstances and relevant facts and information regarding such Change of Control Triggering Event or, at Event;
(iii) the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, (which date shall be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”sent). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;; and
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received instructions determined by the paying agent at least five Business Days prior Issuers, consistent with this Section 4.08, that a Holder must follow in order to the Change of Control Payment Datehave its Securities purchased.
(c) Any exercise On the purchase date, all Securities purchased by a Holder of its election to accept the Change of Control Offer Issuers under this Section 4.08 shall be irrevocabledelivered to the Trustee for cancellation, and the Issuers shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. The Change of Control Offer may Holders whose Securities are purchased only in part shall be accepted for less than the entire issued new Securities equal in principal amount to the unpurchased portion of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofSecurities surrendered.
(d) On Notwithstanding the Change foregoing provisions of Control Payment Datethis Section 4.08, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company Issuers shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 Section 4.08(b) applicable to a Change of Control Offer made by the Company Issuers and the third party purchases all Offered Securities properly validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(fe) The Company Issuers shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Eventpursuant to this Section 4.08. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.08, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its their obligations under this Section 1.3(3) 4.08 by virtue thereof. The Issuers may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.
(f) A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event (subject to any compliance with extensions to the extent set forth in the notice of such laws or regulationsChange of Control Offer).
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to any series of the Notes, unless the Company has exercised its option to redeem shall have redeemed such series of the Offered SecuritiesNotes in full, it as set forth in Section 1.3 of this Supplemental Indenture or the Company shall be required to have defeased such series of the Notes or have satisfied and discharged such series of the Notes, as set forth in Article XI of the Base Indenture, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities applicable series of the Notes to repurchase, repurchase any and all of such Xxxxxx’s Notes of such series at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment repurchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthe Notes to be repurchased (such principal amount to be equal to ¥100,000,000 or any integral multiple of ¥10,000,000 in excess thereof), plus accrued and unpaid interest, if any, on the Offered Securities Notes to be repurchased to up to, but excluding, the date of repurchase (a the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and delivered to the Holders of the Offered Securities Notes of such series describing in reasonable detail the transaction or transactions that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities Notes on the date specified in the notice, which date shall will be no earlier than 30 10 days and no later than 60 days from the date such notice is mailed delivered (a the “Change of Control Payment Date”). The notice shallNotwithstanding the foregoing, if mailed prior to the date installments of consummation interest on any series of the Change of Control, state that the offer to purchase Notes whose Stated Maturity is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment DateDate shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shallwill be required, to the extent lawful, to:
(i) accept for payment all Offered Securities Notes or portions of such Offered Securities Notes of the applicable series properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes of the applicable series properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted accepted, together with an Officers’ Officer’s Certificate stating (1) the aggregate principal amount of Offered Securities such series of Notes or portions of Offered Securities such series of Notes being repurchased.
, (e2) The Company shall not be required that all conditions precedent contained herein to make a Change of Control Offer upon have been complied with and (3) that the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise Offer has been made in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offerIndenture. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)1.4, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 1.4 by virtue of any compliance with such laws or regulationsconflict.
Appears in 1 contract
Samples: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the right to require the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthose Notes, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (a the “Change of Control Payment”). .
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Company has delivered a redemption notice with respect to any Change of Control, but after public announcement all the outstanding Notes in accordance with Article 3 of the transaction that constitutes or may constitute Base Indenture, the Change of Control, Company shall deliver a notice shall be mailed to each Holder with a copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes or may constitute the a Change of Control Triggering Event and offering to repurchase such Offered Securities purchase the Notes on a specified date (the date specified in the notice“Change of Control Offer”), which date shall be a Business Day no earlier than 30 days and no nor later than 60 days from the date such the notice is mailed delivered (a the “Change of Control Payment Date”).
(c) Upon the commencement of a Change of Control Offer, the Company shall deliver a notice to the Trustee and to each Holder at its registered address. The notice shall, if mailed prior shall contain all instructions and materials necessary to enable the Holders to tender Notes pursuant to the date Change of consummation Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of ControlControl Offer, state shall state: (1) that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior Offer is being made pursuant to this Section 2.1; (2) the Change of Control Payment Date.
; (b3) In order that any Notes not tendered or accepted for payment shall continue to accept accrue interest; (4) that, unless the Company defaults in making such payment, any Notes accepted for payment pursuant to the Change of Control OfferOffer shall cease to accrue interest on an after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to any Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depository, if appointed by the Company, or the Paying Agent, at the address specified in the notice at least three days before the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Company, the Holder must deliver (Depositary or otherwise comply with alternative instructions in accordance with the procedures of Paying Agent, as the Depositary) to the paying agentcase may be, at least five Business Days prior to receive, not later than the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States notice setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) Holder, the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) Note the certificate number or a description of the tenor Holder delivered for purchase and terms of such Offered Security;
(v) a statement that the Holder such Xxxxxx is accepting the Change of Control Offerwithdrawing his election to have such Note purchased; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Samples: Second Supplemental Indenture (Pilgrims Pride Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event (as defined below) occurs, unless the Company has Issuer shall have exercised its option right to redeem the Offered SecuritiesNotes as described above, it the Issuer shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities Notes to repurchase, at the Holder’s election, purchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a “Change minimum denomination of Control Payment”)$2,000 and integral multiples of $1,000 above that amount. Within 30 days following any the date upon which the Change of Control Triggering Event has occurred or, at the CompanyIssuer’s option, prior to any Change of ControlControl (as defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to Section 6 hereof, the Issuer shall mail or send a notice shall be mailed in accordance with the applicable procedures of the Depositary (a “Change of Control Offer”) to each Holder of Notes subject to such offer with a copy to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction or transactions that constitutes constitute or may constitute the a Change of Control Triggering Event and offering to repurchase such Offered Securities purchase Notes on the date specified in the notice, which date shall will be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed or sent (a other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice shallwill, if mailed or sent prior to the date of consummation of the Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained Date specified in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocablenotice. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Payment Date must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) a Business Day. On the each Change of Control Payment Date, the Company Issuer shall, to the extent lawful:
(i) : · accept for payment all Offered Securities Notes or portions of such Offered Securities the Notes properly tendered pursuant to the Change of Control Offer;
(ii) ; · deposit with the paying agent Paying Agent prior to 10:00 a.m. New York City time an amount equal to the Change change of Control Payment control payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tenderedtendered pursuant to the Change of Control Offer; and
(iii) and · deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Notes being purchased. The Trustee shall promptly deliver, or cause the Paying Agent to promptly deliver, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the Holders to require the Issuer to purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. The Issuer shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Securities being repurchased.
Exchange Act of 1934, as amended (ethe “Exchange Act”) and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue thereof; rather, the Issuer shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the Issuer in good faith to permit compliance with any such law or regulation. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company Issuer shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company Issuer and the such third party purchases all Offered Securities Notes properly tendered and not withdrawn under its offeroffer in accordance with such requirements. In addition, the Company Issuer shall not repurchase purchase any Offered Securities Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change change of Control Payment control payment upon a Change of Control Triggering Event.
(f) The Company shall comply with . If Holders of not less than 95% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the requirements Issuer, or any third party making a Change of Rule 14e-1 under Control Offer in lieu of the Securities Exchange Act of 1934Issuer, as amended (described above, purchases all of the “Exchange Act”)Notes validly tendered and not withdrawn by such Holders, and any other securities laws and regulations thereunder all of the Holders will be deemed to have consented to such Change of Control Offer and, accordingly, the Issuer will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the extent those laws and regulations are applicable Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in connection with the repurchase cash equal to 101% of the Offered Securities principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date). The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Issuer to purchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole to another person may be uncertain. For purposes of the Change of Control Triggering Event. To the extent that the Offer provisions of any such securities laws or regulations conflict with this Section 1.3(3)the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.following definitions are applicable:
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless unless, prior to or concurrently with the Company has exercised its option to redeem time the Offered Securities, it shall be Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing such series of Notes or pursuant to Section 11.01, the Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine (any Change of Offered Securities repurchasedControl Offer at a higher amount, an “Alternate Offer”)) (such price, the “Change of Control Payment”) plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding the date of repurchase (a “purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change Issuers shall send notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such Offered Securities on series of Notes to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date shall will be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall; provided that the Change of Control Payment Date may be delayed, if mailed prior to in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (7) below shall be satisfied or waived;
(3) that any Note of consummation such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of ControlControl Payment plus accrued and unpaid interest on all properly tendered Notes, state that the offer all Notes of such series accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order that Holders electing to accept the have any Notes purchased pursuant to a Change of Control OfferOffer will be required to surrender such Notes, with the form entitled “Option of Holder must deliver (to Elect Purchase” on the reverse of such Notes completed or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) DTC, to the paying agent, Paying Agent specified in the notice at least five Business Days the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii6) that if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes (or, in the principal case of Global Notes, such Notes shall be reduced by such amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement Notes that the Holder is accepting the Change of Control Offer; and
(vihas tendered) a guarantee that and such Offered Security, together with the form entitled “Election Form” duly completed, new Notes will be received by the paying agent at least five Business Days prior equal in aggregate principal amount to the Change unpurchased portion of Control Payment Date.
the Notes surrendered (c) Any exercise by a Holder the unpurchased portion of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer);
(ii7) deposit with the paying agent an amount equal if such notice is sent prior to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if a third party makes such an offer applicable, shall state that, in the mannerIssuers’ discretion (including more than 60 days after the notice is mailed or delivered), at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenturemay be delayed until such time as any or all such conditions shall be satisfied or waived, other than a default or that such purchase may not occur and such notice may be rescinded in the payment event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Payment upon a Triggering Event) will not be satisfied or waived by the Change of Control Triggering Event.Payment Date, or by the Change of Control Payment Date as so delayed; and
(f) 8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. While the Notes of a series are in global form and the Issuers make an offer to purchase all of the Notes of such series pursuant to the Change of Control Offer, a Holder of such series of Notes may exercise its option to elect for the purchase of the Notes of such series through the facilities of DTC, subject to its rules and regulations. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer (including, for the avoidance of doubt, an Alternate Offer). To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.14, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer). Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment (excluding any early tender premium or similar premium and any accrued and unpaid interest to any Holder in such Change of Control Payment) in respect of the Second Change of Control Payment Date, including, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of Notes of such series on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any compliance series upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes of such laws series then outstanding.
(g) A Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may be made at the same time as consents are solicited with respect to an amendment, supplement or regulationswaiver of this Indenture, the Notes and/or the Note Guarantees so long as the tender of Notes by a Holder is not conditioned upon the delivery of consents by such Holder. In addition, the Issuers or any third party approved in writing by the Issuers that is making the Change of Control Offer (including, for the avoidance of doubt, an Alternate Offer) may increase or decrease the Change of Control Payment (or decline to pay any early tender or similar premium) being offered to Holders at any time in their sole discretion, so long as the Change of Control Payment is at least equal to 101% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest thereon.
Appears in 1 contract
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless unless, prior to or concurrently with the Company has exercised its option to redeem time the Offered Securities, it shall be Issuers are required to make a Change of Control Offer, the Issuers have mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing such series of Notes or pursuant to Section 11.01, the Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment price in cash equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuers may determine) (the “Change of Offered Securities repurchased, Control Payment”) plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding the date of repurchase (a “purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change Issuers shall send notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such Offered Securities on series of Notes to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date shall will be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall; provided that the Change of Control Payment Date may be delayed, if mailed prior to in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied or waived;
(3) that any Note of consummation such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of ControlControl Payment plus accrued and unpaid interest on all properly tendered Notes, state that the offer all Notes of such series accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order that Holders electing to accept have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance with the procedures of DTC, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration time of the Change of Control Offer, the Holder must deliver an electronic transmission (in PDF), facsimile transmission or letter or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States DTC setting forth:
(i) forth the name of the Holder of the Notes, the aggregate principal amount of Notes tendered for purchase, and a statement that such Offered SecurityHolder is withdrawing its tendered Notes and its election to have such Notes purchased;
(ii7) that if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes (or, in the principal case of Global Notes, such Notes shall be reduced by such amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement Notes that the Holder is accepting the Change of Control Offer; and
(vihas tendered) a guarantee that and such Offered Security, together with the form entitled “Election Form” duly completed, new Notes will be received by the paying agent at least five Business Days prior equal in aggregate principal amount to the Change unpurchased portion of Control Payment Date.
the Notes surrendered (c) Any exercise by a Holder the unpurchased portion of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer);
(ii) deposit with the paying agent an amount equal 8) if such notice is sent prior to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if a third party makes such an offer applicable, shall state that, in the mannerIssuers’ discretion (including more than 60 days after the notice is mailed or delivered), at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenturemay be delayed until such time as any or all such conditions shall be satisfied or waived, other than a default or that such purchase may not occur and such notice may be rescinded in the payment event that the Issuers reasonably believe that any or all such conditions (including the occurrence of the Change of Control Payment upon a Triggering Event) will not be satisfied or waived by the Change of Control Triggering Event.Payment Date, or by the Change of Control Payment Date as so delayed; and
(f9) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. While the Notes of a series are in global form and the Issuers make an offer to purchase all of the Notes of such series pursuant to the Change of Control Offer, a Holder of such series of Notes may exercise its option to elect for the purchase of the Notes of such series through the facilities of DTC, subject to its rules and regulations. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.14, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, plus accrued and unpaid interest thereon, and
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date, plus accrued and unpaid interest, if any, thereon, to, but excluding, the Second Change of Control Payment Date, subject to the right of Holders of record of Notes of such series on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any compliance series upon a Change of Control Triggering Event may be waived or modified at any time with the written consent of the Holders of a majority in aggregate principal amount of the Notes of such laws or regulationsseries then outstanding.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless each Holder shall have the Company has exercised its option right to redeem require that the Offered SecuritiesIssuer repurchase such Holder’s Securities in whole or in part in integral multiples of $1,000, it shall be required in accordance with the procedures set forth in this Section 907 and this Indenture.
(b) Within 30 days following the occurrence of both a Change of Control and a Rating Decline with respect to make an offer the Securities (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control PaymentTriggering Event”). Within 30 days following any Change of Control Triggering Event , or, at the CompanyIssuer’s option, prior to any Change of Control, but after the public announcement thereof, the Issuer will be required to make an Offer to Purchase all Outstanding Securities, unless the Issuer has issued a notice to redeem all of the transaction that constitutes or may constitute the Change Securities as provided in Article Ten of Controlthis Indenture, at a notice shall be mailed price in cash equal to the Trustee and to the Holders 101% of the Offered Securities describing in reasonable detail principal amount of the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the Purchase Date, plus accrued and unpaid interest (if any) to such Purchase Date (subject to the right of Holders of record on the relevant record date specified in to receive interest due on the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”relevant interest payment date). The notice of such Offer to Purchase shall, if mailed delivered prior to the date of consummation of the Change of Control, state that the offer Offer to purchase Purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions payment date specified in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Datenotice.
(c) Any exercise by a Holder of its election The Issuer and the Trustee shall perform their respective obligations for the Offer to accept Purchase as specified in the Change of Control Offer shall be irrevocableOffer. The Change of Control Offer may be accepted for less than Prior to the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Purchase Date, the Company shall, to the extent lawful:
Issuer shall (i) accept for payment all Offered Securities or portions of such Offered Securities properly thereof tendered pursuant to the Change of Control Offer;
, (ii) irrevocably deposit with the paying agent an amount equal Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 903) money sufficient to pay the Change of Control Payment in respect Purchase Price of all Offered Securities or portions of Offered Securities properly tendered; and
thereof so accepted (provided that such deposit may be made no later than 11:00 A.M. New York City time on the Purchase Date if the Issuer elects) and (iii) deliver or cause to be delivered to the Trustee the Offered all Securities properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements thereof accepted for an offer made payment by the Company Issuer. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Purchase Price, and the third party purchases all Offered Trustee shall promptly authenticate and mail or deliver to such Holders a new Security or Securities properly tendered and equal in principal amount to any unpurchased portion of the Security surrendered as requested by the Holder. Any Security not withdrawn under its offeraccepted for payment shall be promptly mailed or delivered by the Issuer to the Holder thereof. In additionthe event that the aggregate Purchase Price is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on Trustee or the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934Paying Agent, as amended (the “Exchange Act”)case may be, and any other securities laws and regulations thereunder shall deliver the excess to the extent those laws and regulations are applicable in connection with Issuer immediately after the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulationsPurchase Date.
Appears in 1 contract
Samples: Indenture (Level 3 Parent, LLC)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the 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 (a “Change of Control Payment Date”). 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 the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit AC) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)5.03, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 5.03 by virtue of any compliance with such laws or regulations.
Appears in 1 contract
Samples: Indenture (ADT, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company has exercised its option mailed or electronically delivered a notice of redemption pursuant to redeem paragraph 5 of the Offered SecuritiesNotes with respect to all Outstanding Notes and redeems all Notes validly tendered pursuant to such notice of redemption, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of shall have the Offered Securities right to repurchase, at require the Holder’s election, Company to repurchase all or any part (in an aggregate principal amount equal to $1,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In Notes at a Change of Control Offer, the Company shall be required to offer payment purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of Offered Securities repurchasedthe purchase, plus accrued and unpaid interest, if any, on the Offered Securities Notes repurchased to the date of repurchase purchase (a “Change subject to the right of Control Payment”Holders of record on the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the date of purchase). , in accordance with the terms set forth in this Section 4.3.
(b) Within 30 days following any Change of Control Triggering Event orEvent, at unless the Company’s option, prior Company has previously or concurrently mailed or electronically delivered a redemption notice with respect to any Change of Control, but after public announcement all Outstanding Notes pursuant to paragraph 5 of the transaction that constitutes Notes, the Company shall mail by first-class mail, or may constitute deliver electronically if the Change of ControlNotes are held by any depositary, a notice shall be mailed to each Holder with a copy to the Trustee and to the Holders Paying Agent (the “Change of the Offered Securities describing in reasonable detail the transaction Control Offer”) stating:
(i) that constitutes or may constitute the a Change of Control Triggering Event has occurred and offering that such Holder has the right to repurchase require the Company to purchase such Offered Securities Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date specified in of purchase, plus accrued and unpaid interest, if any, to the noticedate of purchase (subject to the right of Holders of record on the relevant record date to receive interest on an Interest Payment Date occurring on or prior to the date of purchase);
(ii) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(iii) the purchase date, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered;
(a “Change of Control Payment Date”). The iv) if the notice shall, if is mailed or electronically delivered prior to the date of consummation of the a Change of Control, state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior occurring; and
(v) the instructions, as determined by the Company, consistent with this Section 4.3, that the Holder must follow in order to the Change of Control Payment Datehave that Holder’s Notes purchased.
(bc) In order Holders electing to accept have a Note purchased will be required to surrender the Change of Control OfferNote, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) an appropriate form duly completed, to the paying agent, Company at the address specified in the notice at least five three Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, purchase date. Holders will be received by the paying agent at least five entitled to withdraw their election not later than one Business Days Day prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereofpurchase date.
(d) On the Change of Control Payment Datepurchase date, all Notes purchased by the Company shallunder this Section 4.3 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchasedHolders entitled thereto.
(e) The Notwithstanding the foregoing provisions of this Section 4.3, the Company shall not be required to make a Change of Control Offer upon the occurrence of following a Change of Control 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 4.3 applicable to a Change of Control Offer made by the Company and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In additionsuch Change of Control Offer.
(f) A Change of Control Offer may be made in advance of a Change of Control, and may be conditional upon the Company shall not repurchase any Offered Securities occurrence of such Change of Control, if there has occurred and a definitive agreement is continuing on in place for the Change of Control Payment Date an Event at the time of Default under the Indenture, other than a default in the payment making of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(fg) The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering EventNotes pursuant to this Section 4.3. To the extent that the provisions of any such securities laws or regulations conflict with provisions of this Section 1.3(3)4.3, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.3 by virtue of any its compliance with such securities laws or regulations.
Appears in 1 contract
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Issuer or a third party has exercised its option previously or concurrently delivered a redemption notice with respect to redeem all of the Offered Securitiesoutstanding Notes as described in this Article, it the Issuer shall be required offer to make an offer repurchase the Notes as described in this Section 3.05 (a the “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash price equal to 101% of the aggregate principal amount of Offered Securities repurchasedthereof, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding, the date of repurchase (a “Change of Control Payment”)repurchase. Within 30 thirty (30) calendar days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute date upon which the Change of Control Triggering Event and offering occurs, the Issuer must send, or cause the Trustee to repurchase send, a notice to each Holder, with a copy to the Trustee (if the Issuer sends such Offered Securities on the date specified in the notice), which date notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the repurchase date, which must be no earlier than 30 fifteen (15) calendar days and no nor later than 60 sixty (60) calendar days from after the date such notice is mailed delivered, other than as may be required by law (a the “Change of Control Payment Date”). The notice shallHolders electing to have a Note repurchased pursuant to a Change of Control Offer will be required to surrender the Note, if mailed prior with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and specifying the portion (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes that it agrees to sell to the date of consummation of the Change of Control, state that the offer Issuer pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer, to the Paying Agent at the address specified in the notice prior to the close of business on or the third Business Day prior to the Change of Control Payment Date.
(b) In order to accept . For Global Notes, the delivery of a Change of Control Offer, Notice and the Holder must deliver (or otherwise comply with alternative instructions repurchase of beneficial interests in any such Global Note pursuant to a Change of Control Triggering Event shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control 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 herein applicable to a Change of Control Offer made by the Company Issuer and the third party purchases all Offered Securities properly Notes validly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the such Change of Control Payment Date an Event of Default under Offer. Notwithstanding any provision hereof to the Indenturecontrary, other than the Issuer (or a default in the payment of the third party) may make a Change of Control Payment upon a Offer in advance of, and conditioned upon, any Change of Control Triggering Event.
(f) . The Company shall Issuer will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)the provisions hereof related to a Change of Control Offer, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) hereunder by virtue of any compliance with such laws or regulationsthereof.
Appears in 1 contract
Samples: Indenture (AFC Gamma, Inc.)
Change of Control Triggering Event. (a) If Upon the occurrence of a Change of Control Triggering Event occursEvent, unless the Company Company, subject to Section 4.10(d), has exercised its option right to redeem the Offered SecuritiesNotes in accordance with Section 3.12, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of will have the Offered Securities right to repurchase, at require the Holder’s election, Company to purchase all or any part a portion (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that such Holder’s Offered Securities on Notes pursuant to the terms set forth herein. In a offer described below (the “Change of Control Offer”), the Company shall be required to offer payment in cash at a purchase price equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase purchase (a the “Change of Control Payment”). , subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date; provided that the principal amount of a Note remaining outstanding after a repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
(b) Within 30 days following any the date upon which the Change of Control Triggering Event oroccurred, or at the Company’s option, prior to any Change of Control, Control but after the public announcement of the transaction that constitutes or may constitute the pending Change of Control, the Company shall send, by first class mail, a notice shall be mailed to each Holder, with a copy to the Trustee and to Trustee, which notice shall govern the Holders terms of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on Offer. Such notice will, among other things, state the date specified in the noticepurchase date, which date shall must be no earlier than 30 days and no nor later than 60 days from the date such notice is mailed mailed, other than as may be required by applicable law (a the “Change of Control Payment Date”), describe the transaction or transactions constituting the Change of Control Triggering Event and offer to repurchase the Notes. The notice shallnotice, if mailed prior to the date of consummation of the Change of Control, shall state that the offer to purchase Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date.
(b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) the name of the Holder of such Offered Security;
(ii) the principal amount of such Offered Security;
(iii) the principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description of the tenor and terms of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept or cause a third party to accept for payment all Offered Securities Notes or portions of such Offered Securities Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit or cause a third party to deposit with the paying agent Paying Agent an amount equal to the Change of Control Payment in respect of all Offered Securities Notes or portions of Offered Securities Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities Notes or portions of Offered Securities Notes being repurchasedrepurchased and that all conditions precedent to the Change of Control Offer and to the repurchase by the Company of Notes pursuant to the Change of Control Offer have been complied with.
(ed) The Company shall will not be required to make a Change of Control Offer upon with respect to the occurrence of a Change of Control Triggering Event Notes if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer otherwise required to be made by the Company and the such third party purchases all Offered Securities such Notes properly tendered and not withdrawn under its offer. In additionoffer or (ii) a notice of redemption has been given to the Holders of all of the Notes in accordance with the terms of the Indenture, unless and until there is a default in payment of the Company shall not repurchase any Offered Securities Redemption Price.
(e) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if there has occurred and a definitive agreement is continuing on in place with respect to the Change of Control Payment Date an Event at the time of Default under the Indenture, other than a default in the payment making of the Change of Control Payment upon a Change of Control Triggering EventOffer.
(f) The Company shall will comply in all material respects with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3)4.10, the Company shall will comply with those securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 1.3(3) 4.10 by virtue of any compliance with such laws or regulationsconflict.
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Westlake Chemical Corp)
Change of Control Triggering Event. (a) If a Change of Control Triggering Event occursoccurs with respect to a series of Notes, unless unless, prior to the Company has exercised its option to redeem time the Offered Securities, it shall be Issuers are required to make a Change of Control Offer, the Issuers have previously or concurrently mailed or delivered, or otherwise sent through electronic transmission, a redemption notice with respect to all the outstanding Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing such series of Notes or pursuant to Section 11.01, the Issuers shall make an offer to purchase all of the Notes of such series pursuant to the offer described below (a the “Change of Control Offer”) to each Holder of at a price in cash (the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a “Change of Control Offer, the Company shall be required to offer payment in cash Payment”) equal to 101% of the aggregate principal amount of Offered Securities repurchased, thereof plus accrued and unpaid interest, if any, on the Offered Securities repurchased to to, but excluding the date of repurchase (a “purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment”)Payment Date. Within 30 days following any Change of Control Triggering Event orEvent, at the Company’s option, prior to any Change Issuers shall send notice of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the such Change of Control Triggering Event and offering Offer by electronic delivery or first-class mail, with a copy to repurchase the Trustee, to each Holder of such Offered Securities on series of Notes to the date specified address of such Holder appearing in the noticesecurity register or otherwise in accordance with the procedures of DTC, with the following information:
(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes of such series properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;
(2) the purchase price and the purchase date, which date shall will be no earlier than 30 days and no 20 Business Days nor later than 60 days from the date such notice is mailed sent (a the “Change of Control Payment Date”). The notice shall; provided that the Change of Control Payment Date may be delayed, if mailed prior to in the Issuers’ discretion, until such time (including more than 60 days after the date such notice is sent) as any or all such conditions referred to in clause (8) below shall be satisfied;
(3) that any Note of consummation such series not properly tendered will remain outstanding and continue to accrue interest;
(4) that unless the Issuers default in the payment of the Change of ControlControl Payment, state that the offer all Notes of such series accepted for payment pursuant to purchase is conditioned on the Change of Control Triggering Event occurring Offer will cease to accrue interest on or prior to the Change of Control Payment Date.;
(b5) In order that Holders electing to accept have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third (3rd) Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the expiration time of the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth:
(i) forth the name of the Holder of such Offered Security;
(ii) the Notes, the principal amount of Notes tendered for purchase, and a statement that such Offered SecurityHolder is withdrawing its tendered Notes and its election to have such Notes purchased;
(iii7) that if the Issuers are redeeming less than all of the Notes of such series, the Holders of the remaining Notes of such series will be issued new Notes of such series and such new Notes will be equal in principal amount of such Offered Security to be repurchased;
(iv) the certificate number or a description unpurchased portion of the tenor and terms Notes surrendered (the unpurchased portion of such Offered Security;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date.
(c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(d) On the Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer);
(ii) deposit with the paying agent an amount equal 8) if such notice is sent prior to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event or such other conditions specified therein and shall describe each such condition, and, if a third party makes such an offer applicable, shall state that, in the mannerIssuers’ discretion, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenturemay be delayed until such time as any or all such conditions shall be satisfied, other than a default or that such purchase may not occur and such notice may be rescinded in the payment of event that any or all such conditions shall not have been satisfied by the Change of Control Payment upon a Date, or by the Change of Control Triggering Event.Payment Date as so delayed; and
(f9) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of the Offered Securities as a result of Notes pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the provisions of this Section 1.3(3)4.14, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) 4.14 by virtue thereof.
(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes of the applicable series issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,
(2) deposit with the Paying Agent an amount equal to the aggregate 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 for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(c) The Issuers shall not be required to make a Change of Control Offer if a third party approved in writing by Covenant Parent makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event or such other conditions specified therein, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any compliance series validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party approved in writing by Covenant Parent making a Change of Control Offer in lieu of the Issuers as set forth in clause (c) of this Section 4.14, purchases all of the Notes of such series that have been validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer as set forth in this Section 4.14, to redeem (with respect to the Issuers) or purchase (with respect to a third party) all Notes of such laws series that remain outstanding following such purchase on a date (the “Second Change of Control Payment Date”) at a price in cash equal to the Change of Control Payment in respect of the Second Change of Control Payment Date.
(e) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.
(f) The provisions of this Section 4.14 relating to the Issuers’ obligation to make a Change of Control Offer with respect to the Notes of any series upon a Change of Control Triggering Event may be waived or regulationsmodified with the written consent of the Holders of a majority in principal amount of the Notes of such series.
Appears in 1 contract
Samples: Base Indenture (Denali Holding Inc.)
