Common use of Early Redemption Offer Procedure Clause in Contracts

Early Redemption Offer Procedure. (i) Promptly, and in any event within ten (10) Business Days after the Issuer becomes obligated to make an Early Redemption Offer, the Issuer shall be obligated to deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Notes purchased by the Issuer either in whole or in part (subject to prorating as hereinafter described in the event the Early Redemption Offer is oversubscribed) at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Issuer which the Issuer in good faith believes will enable such Holders to make an informed decision (which at a minimum shall include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Issuer, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Issuer filed subsequent to such Quarterly Report, other than Current Reports describing Early Redemption Events otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Issuer's business subsequent to the date of the latest of such reports, and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Early Redemption Offer, together with the address referred to in clause (iii) of this part 4.02(d). (ii) Not later than the date upon which written notice of an Early Redemption Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers' Certificate as to (A) the amount of the Early Redemption Offer (the "Offer Amount"), (B) the allocation of the Net Proceeds from the Early Redemption Events pursuant to which such Early Redemption Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.01(a). Not later than one Business Day before the Purchase Date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Issuer is acting as its own paying agent, segregate and hold in trust) an amount equal to the Offer Amount with written instructions for investment in cash or Cash Equivalents and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Early Redemption Offer remains open (the "Offer Period"), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Offer Amount delivered by the Issuer to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with this Section 4.01. (iii) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the Purchase 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 Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note or Notes which were delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note or Notes purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes included in the Early Redemption Offer surrendered by holders thereof exceeds the Early Redemption Offer Amount, the Issuer shall select the Notes to be purchased on a pro rata basis. Holders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (iv) 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 repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.

Early Redemption Offer Procedure. (i) Promptly, and in any event within ten (10) Business Days after the Issuer Borrower becomes obligated to make an Early Italian Redemption Offer, the Issuer Borrower shall be obligated to deliver to the Trustee Agent and send, by first-class mail to each HolderLender, a written notice stating that the Holder Lender may elect to have his Notes purchased by the Issuer Borrower either in whole or in part (subject to prorating as hereinafter described in the event the Early Italian Redemption Offer is oversubscribed) in integral multiples of e 1,000 of principal amount, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the "Purchase Date") and shall contain such information concerning the business of the Issuer Borrower which the Issuer Borrower in good faith believes will enable such Holders Lenders to make an informed decision (decision, which at a minimum shall include (A) the most recently filed Annual Report on Form 10-K latest annual report of the Borrower (including audited consolidated financial statements) of the Issuer, and the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Issuer filed subsequent to such Quarterly Report, other than Current Reports describing Early Redemption Events otherwise described in the offering materials (or corresponding successor reports)quarterly consolidated financial statements, (B) a description of material developments in the IssuerBorrower's business subsequent to the date of the latest of such reports, reports and (C) if material, appropriate pro forma financial information) and all instructions and materials necessary to tender Notes pursuant to the Early Italian Redemption Offer, together with the address referred to in clause (iii) of this part 4.02(d)below. (ii) Not later than the date upon which written notice of an Early Italian Redemption Offer is delivered to the Trustee Agent as provided above, the Issuer Borrower shall deliver to the Trustee Agent an Officers' Certificate as to (A) the amount of the Early Italian Redemption Offer (the "Offer Amount"), (B) the allocation of the Net Proceeds from the Early Redemption Events pursuant to which such Early Italian Redemption Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.01(a5.03(a). Not later than one Business Day before the Purchase Date, the Issuer Borrower shall also irrevocably deposit with the Trustee Agent or with a paying agent (or, if the Issuer is acting as its own paying agent, segregate and hold in trust) an amount equal to the Offer Amount with written instructions for investment in cash or Cash Equivalents cash equivalents and to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Early Redemption Offer remains open (the "Offer Period"), the Issuer shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee Agent (or the Paying Agentpaying agent, if not the TrusteeAgent) shall, on the date of purchase, mail or deliver payment to each tendering Holder Lender in the amount of the purchase price. In the event that the Offer Amount delivered by the Issuer Borrower to the Trustee Agent is greater than the purchase price of the Notes tendered, the Trustee Agent shall deliver the excess to the Issuer immediately after the expiration of the Offer Period Borrower for application in accordance with this Section 4.015.03. (iii) Holders Lenders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer Agent at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders Lenders shall be entitled to withdraw their election if the Trustee Agent or the Issuer Borrower receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of the Note or Notes which were was delivered by the Holder Lender for purchase and a statement that such Holder Lender is withdrawing his election to have such Note or Notes purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes included in the Early Italian Redemption Offer surrendered by holders thereof Lenders exceeds the Early Redemption Offer Amount, the Issuer Notes shall select the Notes to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Agent so that only Notes in denominations of Euro1,000, or integral multiples thereof, shall be purchased). Holders Lenders whose Notes are purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (iv) 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 repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof.