Common use of Excess Capital Contribution Offer Clause in Contracts

Excess Capital Contribution Offer. (a) The Company shall use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Company shall select the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 hereof. Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by this Indenture. (b) Within 10 days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000), the Company shall mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a written notice to each Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes on the Excess Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Capital Contribution Offer. To the extent that the provisions of any securities laws or regulations conflict with the Excess Capital Contribution Offer provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.24 by virtue of such compliance.

Excess Capital Contribution Offer. (a) The Company shall use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Company shall select the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 hereof. Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by this Indenture. (b) Within 10 days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000), the Company shall mail, by first-first- class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a written notice to each Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes on the Excess Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Capital Contribution Offer. To the extent that the provisions of any securities laws or regulations conflict with the Excess Capital Contribution Offer provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.24 by virtue of such compliance.

Excess Capital Contribution Offer. Prior to the Effective Date, the Company will call a shareholders’ meeting to approve a cash capital increase in the Company to allow the Purchaser to contribute approximately U.S.$45.0 million (a) The the “Purchaser’s Capital Contribution”). Pursuant to Mexican law, the Company’s other shareholders will have the right, unless waived during such shareholders’ meeting, to subscribe for shares of Capital Stock of the Company shall use sufficient to maintain their existing ownership percentage. Any cash contributed by shareholders, other than the Purchaser, who exercise their preemptive rights in connection with the Purchaser’s Capital Contribution is referred to as the “Excess Capital Contribution.” With respect to 50% of any Excess Capital Contribution greater than U.S.$5,000,000 U.S.$5.0 million (the “Excess Capital Contribution Amount”) ), the Company will be required to use such cash to make an offer to each Holder holder of Notes new notes to repurchase such Holderholder’s Notes notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes new notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes new notes repurchased to the date of purchase, and shall will be payable by the Company in cash. If the aggregate principal amount of Notes new notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notesnew notes, exceeds the Excess Capital Contribution Amount, the Company shall trustee will select the Notes new notes to be purchased in accordance with the selection procedures set forth in Section 3.02 hereof. described under the caption “Selection and Notice.” Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by this Indenture. (b) the indenture. Within 10 ten days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000U.S.$5.0 million), the Company shall will mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable proceduresmail, a written notice to each Holderholder, with a copy to the Trusteetrustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes new notes on the Excess Capital Contribution payment date specified in such the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture the indenture and described in such notice. (c) . The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes new notes pursuant to an Excess Capital Contribution Offer. To the extent that the provisions of any securities laws or regulations conflict with the Excess Capital Contribution Offer provisions of this Indenturethe indenture, the Company shall will comply with the applicable securities laws and regulations and shall will not be deemed to have breached its obligations under this Section 4.24 the Excess Capital Contribution Offer provisions of the indenture by virtue of such compliance.