Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date. (b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify: (i) the Early Mandatory Settlement Rate; (ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”); (iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture); (iv) if applicable, the Repurchase Price and Repurchase Date; (v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right; (vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and (vii) any other information the Company determines to be appropriate. (c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date. (d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30[•], 2020, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30[•], 2020 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Change Healthcare Inc.), Purchase Contract Agreement (Change Healthcare Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;; and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase ContractsContracts and subject to Section 4.10, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Class A Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date; provided that, if delivery of any shares of Class A Common Stock issuable upon settlement of any Purchase Contracts is delayed as a result of the Section 382 Settlement Blocker, the Person in whose name such shares shall be issuable upon settlement of such Purchase Contracts shall become the holder of record of such shares as of the close of business on the date that (i) such delivery would not result in such Beneficial Holder being an Acquiring Person and (ii) such Beneficial Holder has given notice thereof to the Company.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall Holders will surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (Hovnanian Enterprises Inc)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30November 1, 2020, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30November 1, 2020 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (Elanco Animal Health Inc)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30[•], 20202021, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30[•], 2020 2021 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock Subordinate Voting Shares per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Subordinate Voting Shares shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the U.S. Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (GFL Environmental Holdings Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30May 15, 20202013, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate in effect on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will shall be on or after March 30May 15, 2020 2013 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow hereunder and under the Indenture to require the Company to repurchase their Notes Notes;
(which procedures shall be in accordance with vii) if any outstanding Securities are Definitive Securities, the Indenture)name and address of the Purchase Contract Agent; and
(viiviii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Class A Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that the Early Mandatory Settlement Right is effected exercised with respect to Purchase Contracts that are a component of Units, upon such the relevant Early Mandatory SettlementSettlement Date, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (Genesee & Wyoming Inc)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that whether Holders of Units and Separate Notes will have the right to require the Company to repurchase their Amortizing Notes that are a component of the Units or their are Separate Notes, as the case may be, be pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;; and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) . The Company will deliver the shares of Common Stock and any other information cash payable for fractional shares to the Company determines to be appropriate.
(c) On Holders of the Purchase Contract on the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(dc) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall Holders will surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent and the Trustee shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30[•], 20202024, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30[•], 2020 2024 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has shall have the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) Date at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the date on which the Company will deliver shares of Common Stock following exercise of its Early Mandatory Settlement Right (the “Early Mandatory Settlement Date”), which will shall be on or after March 30, 2020 and at least five 10 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture be (subject to certain exceptions as provided described in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;; and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) . The Company will deliver the shares of Common Stock and any other information cash payable for fractional shares to the Company determines to be appropriate.
(c) On Holders of the Purchase Contract on the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall to be issuable issued following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 3015, 20202021, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 3015, 2020 2021 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock Subordinate Voting Shares per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock Subordinate Voting Shares shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the U.S. Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (GFL Environmental Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30May 1, 20202015, in whole but not in part (the “Early Mandatory Settlement Right”), ) on a date fixed by it (the “Early Mandatory Settlement Date”) in the Early Mandatory Settlement Notice at the Early Mandatory Settlement Rate in effect on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and shares of Separate Notes Mandatory Redeemable Preferred Stock with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will shall be on or after March 30May 1, 2020 2015 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and shares of Separate Notes Mandatory Redeemable Preferred Stock will have the right to require the Company to repurchase redeem their Notes shares of Mandatory Redeemable Preferred Stock that are a component components of the Units or their shares of Separate NotesMandatory Redeemable Preferred Stock, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture)Certificate of Designations;
(iv) if applicable, the Repurchase Redemption Price and Repurchase Redemption Date;
(v) if applicable, the last date on which Holders holders of Mandatory Redeemable Preferred Stock (whether as components of Units or Separate Notes Mandatory Redeemable Preferred Stock) may exercise their Repurchase Redemption Right;
(vi) if applicable, the procedures that Holders holders of Mandatory Redeemable Preferred Stock (whether as components of Units or Separate Notes Mandatory Redeemable Preferred Stock) must follow hereunder (in the case of Units) and under the Certificate of Designations to require the Company to repurchase redeem their Notes shares of Mandatory Redeemable Preferred Stock;
(which procedures shall be in accordance with vii) if any outstanding Securities are Definitive Securities, the Indenture)name and address of the Purchase Contract Agent; and
(viiviii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that the Early Mandatory Settlement Right is effected exercised with respect to Purchase Contracts that are a component of Units, upon such the relevant Early Mandatory SettlementSettlement Date, the Company shall execute and cause the Trustee shall authenticate Transfer Agent to countersign (pursuant to the IndentureCertificate of Designations) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, a number of shares of Separate Notes Mandatory Redeemable Preferred Stock equal to the number of, and in the same form and in as, the same number as shares of the Notes Mandatory Redeemable Preferred Stock comprising part of the Units; provided, however, that if the Repurchase Redemption Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Redemption Right shall surrender the Units on the Repurchase Redemption Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (Kindred Healthcare, Inc)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March January 30, 2020, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March January 30, 2020 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30November 1, 20202024, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30November 1, 2020 2024 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that whether Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase DateDate (each as defined in the Indenture);
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;Right (as defined in the Indenture); and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow following to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information . The Company will deliver the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of for fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part the Holders of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30[•], 20202022, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30[•], 2020 2022 and at least five but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (BrightSpring Health Services, Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30July 1, 20202017, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate in effect on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will shall be on or after March 30July 1, 2020 2017 and at least five 20 but not more than 20 35 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow hereunder and under the Indenture to require the Company to repurchase their Notes Notes;
(which procedures shall be in accordance with vii) if any outstanding Securities are Definitive Securities, the Indenture)name and address of the Purchase Contract Agent; and
(viiviii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that the Early Mandatory Settlement Right is effected exercised with respect to Purchase Contracts that are a component of Units, upon such the relevant Early Mandatory SettlementSettlement Date, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30November 15, 20202023, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate if the Closing Price of the Common Stock for 20 or more consecutive Trading Days ending on the second Trading Day immediately preceding the Early Mandatory Settlement Notice DateDate exceeds 130% of the Threshold Appreciation Price in effect on each such Trading Day.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five but not more than 20 the second Business Days Day following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”) (or such later date as may be required by applicable securities laws);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right Holders shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (Brookdale Senior Living Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30April 1, 20202015, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30April 1, 2020 2015 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;; and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Class A Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Class A Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as become the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right Holders shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30June 18, 20202019, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice Date.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and issue a press release announcing its election. The Early Mandatory Settlement Notice shall specify:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30June 18, 2020 2019 and at least five 5 but not more than 20 Business Days following the date of the Early Mandatory Settlement Notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 4.13 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.104.11. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right Holders shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
Appears in 1 contract
Samples: Purchase Contract Agreement (International Flavors & Fragrances Inc)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that whether Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, be pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;; and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow following to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) . The Company will deliver the shares of Common Stock and any other information cash payable for fractional shares to the Company determines to be appropriate.
(c) On Holders of the Purchase Contract on the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(dc) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, Settlement the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall Holders will surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent and the Trustee shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
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Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate Purchase Contracts and Separate Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not no more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that Holders of Units and Separate Notes will have the right to require the Company to repurchase their Notes that are a component of the Units or their Separate Notes, as the case may be, pursuant to as described in the Indenture;
(iv) the Repurchase Price and in accordance with the Indenture Repurchase Date (subject to certain exceptions each as provided defined in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase Date;
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;Right (as defined in the Indenture); and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow to require the Company to repurchase their Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information the Company determines to be appropriate.
(c) On Upon surrender or book-entry transfer of such Purchase Contracts or the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contractsrelated Units, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to Stock, calculated at the Early Mandatory Settlement Rate Rate, to be issued and delivered, together with payment of (i) any cash payable in lieu of fractional shares pursuant to any fraction of a share as provided in Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund (but without any interest thereon)4.04, to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on no later than the Early Mandatory Settlement Date.
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Samples: Purchase Contract Agreement (Banc of California, Inc.)
Early Mandatory Settlement at the Company’s Election. (a) The Company has the right to settle the Purchase Contracts on or after March 30, 2020early, in whole but not in part (the “Early Mandatory Settlement Right”), in whole but not in part, on a date fixed by it (the “Early Mandatory Settlement Date”) at the Early Mandatory Settlement Rate on the Early Mandatory Settlement Notice DateRate.
(b) If the Company elects to exercise its Early Mandatory Settlement Right, the Company shall will provide the Purchase Contract Agent and the Holders of Units, Separate separate Purchase Contracts and Separate separate Amortizing Notes with a notice of its election (the “Early Mandatory Settlement Notice”) and ), issue a press release announcing its electionelection and post such press release on its website. The Early Mandatory Settlement Notice shall specify, among other things:
(i) the Early Mandatory Settlement Rate;
(ii) the Early Mandatory Settlement Date, which will be on or after March 30, 2020 and at least five 5 but not more than 20 30 Business Days following the date of the Early Mandatory Settlement Notice Company’s notice (the “Early Mandatory Settlement Notice Date”);
(iii) that whether Holders of Units and Separate Amortizing Notes will have the right to require the Company to repurchase their Amortizing Notes that are a component of the Units or their Separate Amortizing Notes, as the case may be, pursuant to and in accordance with the Indenture (subject to certain exceptions as provided in the Indenture);
(iv) if applicable, the Repurchase Price and Repurchase DateDate (each as defined in the Indenture);
(v) if applicable, the last date on which Holders of Units or Separate Notes may exercise their Repurchase Right;Right (as defined in the Indenture); and
(vi) if applicable, the procedures that Holders of Units or Separate Notes must follow following to require the Company to repurchase their Amortizing Notes (which procedures shall be in accordance with the Indenture); and
(vii) any other information . The Company will deliver the Company determines to be appropriate.
(c) On the Early Mandatory Settlement Date, subject to satisfaction of the conditions set forth in Section 4.04 by a Holder with respect to any of its Purchase Contracts, the Company shall cause a number of shares of Common Stock per Purchase Contract equal to the Early Mandatory Settlement Rate to be issued and delivered, together with payment of (i) any cash payable in lieu of for fractional shares pursuant to Section 4.12 and (ii) any dividends or distributions with respect to such shares constituting part the Holders of the Purchase Contract Settlement Fund (but without any interest thereon), to such Holder by book-entry transfer or other appropriate procedures pursuant to Section 4.10. The Person in whose name any shares of the Common Stock shall be issuable following exercise of the Early Mandatory Settlement Right shall be treated as the holder of record of such shares as of the close of business on the Early Mandatory Settlement Notice Date.
(d) In the event that Early Mandatory Settlement is effected with respect to Purchase Contracts that are a component of Units, upon such Early Mandatory Settlement, the Company shall execute and the Trustee shall authenticate (pursuant to the Indenture) on behalf of the Holder and deliver to the Holder thereof, at the expense of the Company, Separate Notes in the same form and in the same number as the Notes comprising part of the Units; provided, however, that if the Repurchase Date occurs prior to the Early Mandatory Settlement Date, any Holder exercising the Repurchase Right shall surrender the Units on the Repurchase Date and the Company shall execute, and the Purchase Contract Agent shall authenticate, Separate Purchase Contracts in the same form and in the same number as the Purchase Contracts comprising part of the Units, such Separate Purchase Contracts to be settled on the Early Mandatory Settlement Date.
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