Indentures. The Company shall, promptly upon Parent’s written request following the Acceptance Time, use reasonable best efforts to (i) commence one or more cash tender offers (each, a “Change of Control Offer”) to purchase all of the Company’s 7.875% Senior Notes due 2015, the Company’s 10.5% Senior Notes due 2014, the Company’s 7.25% Senior Notes due 2018 and/or the Company 6.25% Senior Notes due 2019 (collectively, the “Notes”), which Change of Control Offer(s) shall be made in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions of the Indenture dated as of May 13, 2008, the Indenture dated as of January 27, 2009, the Indenture dated as of August 17, 2010 and the Indenture dated as of May 20, 2011, in each case between the Company and U.S. Bank Trust National Association and as amended through the date of this Agreement (collectively, the “Indentures”), as applicable, including Section 4.11 thereof, (ii) effect a redemption (each, an “Optional Redemption”) of one or more series of the Notes in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions of the Indenture(s) governing such Notes, including Section 3.7 thereof and/or (iii) commence one or more solicitations (each, a “Consent Solicitation”) of consents of holders of one or more series of the Notes to certain waivers and/or amendments, as specified by Parent, to the covenants and/or other provisions contained in the Indenture(s) governing such Notes. Prior to the Acceptance Time, the Company shall, with Parent’s cooperation, use reasonable best efforts take all such actions as are necessary and appropriate to commence or effect, as applicable, the Change of Control Offers, the Optional Redemptions and the Consent Solicitations promptly following the Acceptance Time in accordance with this Section 7.09(b), including preparation of all necessary documentation as approved by Parent. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company to consummate a Change of Control Offer and, if applicable, an Optional Redemption on terms and conditions as may reasonably be agreed in compliance with applicable Law and the applicable Indenture(s). The Company shall not, without Parent’s prior written consent, modify any of the terms of, or waive any condition to, a Change of Control Offer, Optional Redemption or Consent Solicitation or enter into any arrangements in connection with a Change of Control Offer, Optional Redemption or Consent Solicitation (including any engagement or similar agreements with any dealer manager, information agent, depository or other agent). The Company agrees to use reasonable best efforts to provide all documentation (including by using reasonable best efforts to cause the appropriate person(s) to provide any required certificates or customary legal opinions) to the trustee required by the terms of the applicable Indenture(s) in connection with any Change of Control Offer, Optional Redemption or Consent Solicitation.
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Samples: Merger Agreement (Petrohawk Energy Corp), Merger Agreement (BHP Billiton LTD)
Indentures. The Company shall, promptly upon Parent’s written request following Prior to the Acceptance Effective Time, use reasonable best efforts to (i) commence one or more cash tender offers (each, a “Change of Control Offer”) to purchase all of the Company’s 7.875% Senior Notes due 2015, the Company’s 10.5% Senior Notes due 2014, the Company’s 7.25% Senior Notes due 2018 and/or the Company 6.25% Senior Notes due 2019 (collectively, the “Notes”), which Change of Control Offer(s) shall be made in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and Parent shall take all necessary action to execute and deliver a supplemental indenture to the terms and conditions Trustee (as defined in each of the Indenture dated as of May 13, 2008, indentures under which the Indenture dated as of January 27, 2009, the Indenture dated as of August 17, 2010 and the Indenture dated as of May 20, 2011, in each case between the Company and U.S. Bank Trust National Association and as amended through the date of this Agreement Convertible Senior Notes were issued (collectively, the “Indentures”)) to each Indenture to provide, as applicableamong other things, including Section 4.11 thereofthat on and after the Effective Time, (ii) effect a redemption (each, an “Optional Redemption”) each holder of one or more series Convertible Senior Notes shall have the right to convert such Convertible Senior Notes into the conversion consideration determined by reference to the consideration receivable upon consummation of the Notes Merger in respect of each Share in accordance with applicable Lawwith, and subject to, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions provisions of the Indenture(s) respective Indentures governing such Notes, including Section 3.7 thereof and/or (iii) commence one or more solicitations (each, a “Consent Solicitation”) of consents of holders of one or more series the conversions of the Convertible Senior Notes to certain waivers and/or amendments, as specified by Parent, to the covenants and/or other provisions contained issued thereunder (including any applicable increase in the Indenture(s) governing such Notes“Conversion Rate” or decrease in the “Conversion Price” thereunder in connection with the Merger). Prior to the Acceptance Effective Time, the Company shall, with Parent’s cooperation, use shall take good faith commercially reasonable best efforts (a) to take all such actions as are necessary and appropriate to commence or effect, as applicable, the Change of Control Offers, the Optional Redemptions and the Consent Solicitations promptly following the Acceptance Time may be required in accordance with this Section 7.09(b)with, including preparation of all necessary documentation as approved by Parent. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company to consummate a Change of Control Offer and, if applicable, an Optional Redemption on terms and conditions as may reasonably be agreed in compliance with applicable Law and the applicable Indenture(s). The Company shall not, without Parent’s prior written consent, modify any of the terms of, or waive any condition subject to, a Change of Control Offer, Optional Redemption or Consent Solicitation or enter into any arrangements in connection with a Change of Control Offer, Optional Redemption or Consent Solicitation (including any engagement or similar agreements with any dealer manager, information agent, depository or other agent). The Company agrees to use reasonable best efforts to provide all documentation (including by using reasonable best efforts to cause the appropriate person(s) to provide any required certificates or customary legal opinions) to the trustee required by the terms of the applicable Indenture(s) Convertible Senior Notes Indenture, including the giving of any notices that may be required in connection with any Change repurchases or conversions of Control Offerthe 1.375% Convertible Senior Notes occurring as a result of the transactions contemplated by this Agreement constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change” as such terms are defined in the 1.375% Convertible Senior Notes Indenture, Optional Redemption and delivery of any supplemental indentures, legal opinions, officers’ certificates or Consent Solicitation.other documents or instruments required in connection with the consummation of the Merger and (b) to facilitate the settlement of the Convertible Note Hedge Obligations and Warrants as reasonably requested by Parent (it being understood that any such settlement will be subject to the respective terms of the Convertible Note Hedge Obligations and Warrants, as such terms may be amended or modified from time to time with the prior written consent of Parent). “Convertible Note Hedge Obligations” means the convertible note hedge obligations evidenced by (a) the Base Note Hedge Transaction
Appears in 1 contract
Indentures. The Company shall, promptly upon Parent’s written request following Prior to the Acceptance Effective Time, use reasonable best efforts to (i) commence one or more cash tender offers (each, a “Change of Control Offer”) to purchase all of the Company’s 7.875% Senior Notes due 2015, the Company’s 10.5% Senior Notes due 2014, the Company’s 7.25% Senior Notes due 2018 and/or the Company 6.25% Senior Notes due 2019 (collectively, the “Notes”), which Change of Control Offer(s) shall be made in accordance with applicable Law, the written terms and conditions provided from time to time by Parent to the Company and Parent shall take all necessary action to execute and deliver a supplemental indenture to the terms and conditions Trustee (as defined in each of the Indenture dated as of May 13, 2008, indentures under which the Indenture dated as of January 27, 2009, the Indenture dated as of August 17, 2010 and the Indenture dated as of May 20, 2011, in each case between the Company and U.S. Bank Trust National Association and as amended through the date of this Agreement Convertible Senior Notes were issued (collectively, the “Indentures”)) to each Indenture to provide, as applicableamong other things, including Section 4.11 thereofthat on and after the Effective Time, (ii) effect a redemption (each, an “Optional Redemption”) each holder of one or more series Convertible Senior Notes shall have the right to convert such Convertible Senior Notes into the conversion consideration determined by reference to the consideration receivable upon consummation of the Notes Merger in respect of each Share in accordance with applicable Lawwith, and subject to, the written terms and conditions provided from time to time by Parent to the Company and the terms and conditions provisions of the Indenture(s) respective Indentures governing such Notes, including Section 3.7 thereof and/or (iii) commence one or more solicitations (each, a “Consent Solicitation”) of consents of holders of one or more series the conversions of the Convertible Senior Notes to certain waivers and/or amendments, as specified by Parent, to the covenants and/or other provisions contained issued thereunder (including any applicable increase in the Indenture(s) governing such Notes“Conversion Rate” or decrease in the “Conversion Price” thereunder in connection with the Merger). Prior to the Acceptance Effective Time, the Company shall, with Parent’s cooperation, use shall take good faith commercially reasonable best efforts (a) to take all such actions as are necessary and appropriate to commence or effect, as applicable, the Change of Control Offers, the Optional Redemptions and the Consent Solicitations promptly following the Acceptance Time may be required in accordance with this Section 7.09(b)with, including preparation of all necessary documentation as approved by Parent. Parent shall provide, or cause to be provided, the requisite amount of funds to the Company to consummate a Change of Control Offer and, if applicable, an Optional Redemption on terms and conditions as may reasonably be agreed in compliance with applicable Law and the applicable Indenture(s). The Company shall not, without Parent’s prior written consent, modify any of the terms of, or waive any condition subject to, a Change of Control Offer, Optional Redemption or Consent Solicitation or enter into any arrangements in connection with a Change of Control Offer, Optional Redemption or Consent Solicitation (including any engagement or similar agreements with any dealer manager, information agent, depository or other agent). The Company agrees to use reasonable best efforts to provide all documentation (including by using reasonable best efforts to cause the appropriate person(s) to provide any required certificates or customary legal opinions) to the trustee required by the terms of the applicable Indenture(s) Convertible Senior Notes Indenture, including the giving of any notices that may be required in connection with any Change repurchases or conversions of Control Offerthe 1.375% Convertible Senior Notes occurring as a result of the transactions contemplated by this Agreement constituting a “Fundamental Change” and/or “Make-Whole Fundamental Change” as such terms are defined in the 1.375% Convertible Senior Notes Indenture, Optional Redemption and delivery of any supplemental indentures, legal opinions, officers’ certificates or Consent Solicitation.other documents or instruments required in connection with the consummation of the Merger and (b) to facilitate the settlement of the Convertible Note Hedge Obligations and Warrants as reasonably requested by Parent (it being understood that any such settlement will be subject to the respective terms of the Convertible Note Hedge Obligations and Warrants, as such terms may be amended or modified from time to time with the prior written consent of Parent). “Convertible Note Hedge Obligations” means the
Appears in 1 contract
Samples: Merger Agreement (Valeant Pharmaceuticals International, Inc.)
