Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase. (b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment; (2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date"); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased; (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and (8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Appliance Warehouse of America Inc), Indenture (Coinmach Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the Company shall make an offer to purchase all or a portion (in integral multiples of $1,000) of such Holder’s Notes that are outstanding Notes on the date of purchase using immediately available funds pursuant to the offer described in paragraph (b) below (the "“Change of Control Offer") ”), at a purchase price in cash equal to 101% of the principal amount thereof thereof, plus accrued interest, if any, and unpaid interest to the such date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first registered first-class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five three (3) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price of, plus accrued interestinterest on, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.154.14, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee Paying Agent to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.14. Notes (or portions thereof) purchased pursuant to a Change of Control offer will be cancelled and may not be reissued. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under of this Section 4.154.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (McLeodusa Inc), Indenture (McLeodUSA Holdings Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company shall make an offer to purchase all outstanding Notes or a portion of such Holder's Securities pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchase.
(b) Within No later than 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice Notice of an event giving rise to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the a Change of Control Offershall be given on the same date and in the same manner to all Holders. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 5.15 and that all Notes Securities tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note Security not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless (i) the Company defaults in making payment therefortherefor or (ii) such payment is prohibited pursuant to Article Four, any Note Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note Security purchased pursuant to a Change of Control Offer will be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five two Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing its his or her election to have such Notes Security purchased;
(7) that Holders whose Notes Securities are purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion portions of the Notes Securities surrendered; provided that each Note Security purchased and each new Note Security issued shall be in an original principal amount of $1,000 or integral multiples thereof;
(8) that each Change of Control Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law and until 5:00 p.m. New York City time on the applicable Change of Control Payment Date; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes Securities so tendered and (iii) deliver to the Trustee Notes Securities so accepted together with an Officers' Certificate stating the Notes Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes Securities so accepted payment in an amount equal to the purchase price plus accrued interest, if any, (and the Trustee shall promptly authenticate and mail to such Holders new Notes Securities equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted Securities surrendered provided that each such new Security shall be promptly mailed by in the principal amount of $1,000 or integral multiples thereof) unless such payment is prohibited pursuant to Article Four or otherwise. The Company to will publicly announce the Holders thereofresults of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.155.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Notwithstanding the purchase foregoing, prior to the mailing of Notes pursuant to the notice of a Change of Control Offer referred to above, within 30 days following a Change of Control, the Company shall be returned by either (i) repay in full and terminate all commitments under Indebtedness under the Trustee Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all such commitments under all Indebtedness under the CompanyCredit Agreement and all such other Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer, or (ii) obtain the requisite consents under the Credit Agreement and all other Senior Debt to permit the repurchase of the Securities as provided above. The Company shall first comply with the requirements of covenant in the immediately preceding sentence before it shall be required to repurchase Securities pursuant to the provisions described above.
(e) The Company must comply with Rule 14e-1 under the Exchange Act and any other provisions of state and federal securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under of this Section 4.155.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.15 5.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 2 contracts
Samples: Indenture (Color Spot Nurseries Inc), Indenture (Color Spot Nurseries Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an will be required to notify the Trustee in writing thereof and to offer to purchase repurchase all outstanding or any part (equal to $1,000 of principal at maturity or an integral multiple thereof) of each Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof on the date of purchase, plus accrued interestinterest thereon, if any, to through the date of purchasepurchase (the "Change of Control Payment").
(b) Within 30 40 days following the date upon on which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, mail a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will be accepted for payment;
; (2) the purchase price (including the amount of any accrued interest) and the purchase date (date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) law (the "Change of Control Payment Date");
; (3) that any Note not tendered will continue to accrue interest;
; (4) that, unless the Company defaults in making the payment thereforof the Change of Control Payment, any Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
; (5) that Holders electing to have a Note any Physical Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Notes purchased;
; and (7) that Holders whose Physical Notes are being purchased only in part will be issued new Physical Notes equal in a principal amount equal to the unpurchased portion of the Physical Notes surrendered; provided PROVIDED, that each Physical Note purchased and each new Physical Note issued shall be in an original a principal amount of $1,000 or an integral multiples multiple thereof; and
(8) . On the circumstances and relevant facts regarding such Business Day immediately preceding the Change of ControlControl Payment Date, the Trustee shall notify the Company in writing of the Holders who have so elected to have their Physical Notes purchased pursuant to the Change of Control Offer (and who have not withdrawn such election pursuant to clause (5) above). On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the amount of the Notes or portions thereof being purchased by tendered to the Company. The Paying Agent shall promptly mail to the Holders of the Notes so accepted payment in an amount equal to the purchase price for such Notes plus accrued interest, if any, to the Change of Control Payment Date, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED, HOWEVER, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.154.14, the Trustee shall act as the Paying Agent. Any amounts deposited with the Paying Agent and remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee Paying Agent to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, in each case, to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.154.14 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 4.15 4.14 by virtue thereof. The Company shall not be required will announce publicly the results of the Change of Control Offer on as soon as practicable after the Change of Control Date. Neither the Board of Directors of the Company nor the Trustee may waive the provisions of this Section 4.14 relating to the Company's obligation to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of under this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer4.14.
Appears in 1 contract
Samples: Indenture (Discovery Zone Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph clause (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall send, by first class mail, postage prepaid, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Trustee may not waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company shall make an offer to purchase all outstanding or a portion (in integral multiples of $1,000) of such Holder's Notes using immediately available funds pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price in cash equal to 101% of the principal amount Accreted Value thereof on the date of purchase, plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first registered first-class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interestinterest and Additional Interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will shall continue to accrete in value and accrue interestinterest (and Additional Interest, if any);
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrete in value and accrue interest (and Additional Interest, if any) after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five three (3) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount at maturity equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount at maturity of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, (and Additional Interest, if any) of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Eschelon Telecom Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company shall make an offer to purchase all outstanding or a portion of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchase. Within 10 days after the date upon which the Change of Control occurs requiring the Company to make a Change of Control Offer pursuant to this Section 4.15, the Company shall so notify in writing the Trustee.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion part or of the Notes surrendered; provided PROVIDED, HOWEVER, that each Note purchased and each new Note issued shall be in an original a principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. 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 such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions under of this Section 4.15Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required relating to make a such Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offerby virtue thereof.
Appears in 1 contract
Samples: Indenture (Aerosol Services Co Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company shall make an offer to purchase all outstanding or a portion of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, and unpaid interest to the date of purchase. However, the Company is not required to make a Change of Control Offer if a third party makes a Change of Control Offer that would be in compliance with the provisions described in this Section 4.15 if it were made by the Company and such third party purchases (for the consideration referred to in the immediate preceding sentence) the Notes validly tendered and not withdrawn.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five three Business Days prior to preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers' 61 -61- Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any .
(c) If the Credit Facility is in effect, or any amounts remaining after are owing thereunder, in either case at the purchase time of Notes pursuant the occurrence of the Change of Control, prior to the mailing of the notice referred to in clause (b) above, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full and terminate all commitments under the Indebtedness under the Credit Facility and all other Senior Debt the terms of which require repayment upon a Change of Control Offer shall be returned by or offer to repay in full and terminate all commitments under all Indebtedness under the Trustee Credit Facility and all other Senior Debt and to repay the CompanyIndebtedness owed to, and terminate the commitments of, each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Facility and all such other Senior Debt to permit the repurchase of the Notes as provided in this Section 4.15. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase Notes pursuant to this Section 4.15; provided that the Company's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in Section 6.01(3) and not in Section 6.01(2). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.62 -62-
Appears in 1 contract
Samples: Indenture (Info Usa)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an will be required (1) to notify the Trustee in writing thereof and to offer to purchase repurchase all outstanding or any part (equal to $1,000 of principal at maturity or an integral multiple thereof) of each Holder’s Notes pursuant to the offer described in paragraph (b) below (the "“Change of Control Offer"”) at a purchase price equal to 101% of the principal amount thereof on the date of purchase, plus accrued interestinterest thereon, if any, to through the date of purchasepurchase (the “Change of Control Payment”) and (2) immediately deposit with the Payment Agent an amount equal to 101% of the aggregate principal amount of Notes outstanding on such date plus accrued interest thereon through the Change of Control Payment Date.
(b) Within 30 days following the date upon on which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, mail a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will be accepted for payment;
; (2) the purchase price (including the amount of any accrued interest) and the purchase date (date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) law (the "“Change of Control Payment Date"”);
; (3) that any Note not tendered will continue to accrue interest;
; (4) that, unless the Company defaults in making the payment thereforof the Change of Control Payment, any Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
; (5) that Holders electing to have a Note any Physical Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase purchase, and a statement that such Holder Xxxxxx is withdrawing its his election to have such Notes purchased;
; and (7) that Holders whose Physical Notes are being purchased only in part will be issued new Physical Notes equal in a principal amount equal to the unpurchased portion of the Physical Notes surrendered; provided provided, that each Physical Note purchased and each new Physical Note issued shall be in an original a principal amount of $1,000 or an integral multiples multiple thereof; and
(8) . On the circumstances and relevant facts regarding such Business Day immediately preceding the Change of ControlControl Payment Date, the Trustee shall notify the Company in writing of the Holders who have so elected to have their Physical Notes purchased pursuant to the Change of Control Offer (and who have not withdrawn such election pursuant to clause (5) above). On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient deliver or cause to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the amount of the Notes or portions thereof being purchased by tendered to the CompanyCompany and (iii) in the event that the Change of Control Payment is less than the amount deposited with the Paying Agent, the Paying Agent (as soon as practicable after the Change of Control Payment Date) shall release to the Company such excess amount. The Paying Agent shall promptly mail to the Holders of the Notes so accepted payment in an amount equal to the purchase price for such Notes plus accrued interest, if any, to the Change of Control Payment Date, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.154.14, the Trustee shall act as the Paying Agent. Any amounts deposited with the Paying Agent and remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee Paying Agent to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, in each case, to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.154.14 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 4.15 4.14 by virtue thereof. The Company shall not be required will announce publicly the results of the Change of Control Offer on as soon as practicable after the Change of Control Payment Date. Neither the Board of Directors of the Company nor the Trustee may waive the provisions of this Section 4.14 relating to the Company’s obligation to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of under this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer4.14.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company shall make an offer to purchase all outstanding or a portion of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, and unpaid interest to the date of purchase. However, the Company is not required to make a Change of Control Offer if a third party makes a Change of Control Offer that would be in compliance with the provisions described in this Section 4.15 if it were made by the Company and such third party purchases (for the consideration referred to in the immediate preceding sentence) the Notes validly tendered and not withdrawn.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any .
(c) If the Credit Agreement is in effect, or any amounts remaining after are owing thereunder, in either case at the purchase time of Notes pursuant the occurrence of the Change of Control, prior to the mailing of the notice referred to in clause (b) above, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full and terminate all commitments under the Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control Offer or offer to repay in full and terminate all commitments under all Indebtedness under the Credit Agreement and all such other Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be returned by required to repurchase Notes in the Trustee to event of a Change of Control; PROVIDED that the Company's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in Section 6.01(3) and not in Section 6.01(2). The Company shall comply with the requirements all applicable securities laws in connection with any Change of Control Offer, including Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferAct.
Appears in 1 contract
Samples: Indenture (Neff Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall will be required to make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of a Holder's Securities at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred purchase (the "Change of Control DatePayment"). Within 30 days following any Change of Control, the Company shall send, mail by first class mail, First Class mail a notice to each Holder, Holder with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state, stating:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 12.11 and that all Notes Securities tendered and not withdrawn will be accepted for payment;; 66 77
(2ii) the purchase price (including the amount Change of accrued interest) Control Payment and the purchase date (date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) mailed (the "Change of Control Payment Date");
(3iii) that any Note Security not tendered will continue to accrue interest;
(4iv) that, unless the Company defaults in making the payment thereforof the Change of Control Payment, any Note all Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing to have a Note any Securities purchased pursuant to a Change of Control Offer will be required to surrender the NoteSecurities, with the form entitled "Option of Holder to Elect PurchasePurchase " on the reverse of the Note Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder Securities delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Notes Securities purchased;; and
(7vii) that Holders whose Notes Securities are being purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion of the Notes Securities surrendered; provided that each Note purchased and each new Note issued shall , which unpurchased portion must be in an original equal to $1,000 principal amount of $1,000 or an integral multiples multiple thereof; and.
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (ib) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall will comply with the requirements of Rule 14e-1 13e-4 and Rule 14e-l under the Exchange Act Act, will file a Schedule 13E-4 or any successor or similar schedule required thereunder and will otherwise comply with any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to the Securities in connection with a Change of Control Offer. To .
(c) On the extent the provisions Change of any securities laws or regulations conflict with the provisions under this Section 4.15Control Payment Date, the Company shall comply will (i) accept for payment Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the applicable securities laws Paying Agent by 10:00 A.M. Eastern Standard Time an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so tendered and regulations (iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof tendered to the Company. The Paying Agent shall promptly mail to each Holder of Securities so accepted payment in an amount equal to the Change of Control Payment for such Securities, and the Trustee shall not promptly authenticate and mail to each Holder a new Security equal in principal amount to the unpurchased portion of the Securities surrendered, if any; provided that each new Security shall be deemed to have breached its obligations under this Section 4.15 by virtue in a principal amount of $1,000 or an integral multiple thereof. The Company shall not be required to make a Change will publicly announce the results of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in on or as soon as practicable after the manner, at the times and otherwise in compliance with the requirements Change of Control Payment Date. For purposes of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer12.11, the Trustee shall act as the Paying Agent.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph CLAUSE (bB) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") at a purchase price equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest (including Additional Interest, if any, ) to the date of purchasepurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(b) Within 30 days following the date upon which the any Change of Control occurred (the "Change of Control Date")Control, the Company shall sendmail, by first class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the a Change of Control Offer is being made has occurred and that such Holder has the right, pursuant to this Section 4.15 SECTION 4.15, to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and that all Notes tendered unpaid interest (and not withdrawn will be accepted for paymentAdditional Interest, if any), to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the purchase price circumstances and relevant facts regarding such Change of Control;
(including the amount of accrued interest3) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(34) that, to the extent lawful, all Notes tendered in the Change of Control Offer and not withdrawn shall be accepted for payment
(5) that any Note not tendered will in the Change of Control Offer shall continue to accrue interest;
(46) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(57) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) 8) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;; and
(79) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided PROVIDED, that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) . If any of the circumstances and relevant facts regarding such Notes subject to the Change of ControlControl Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; PROVIDED, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section SECTION 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Responsible Officers of the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this SECTION 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section SECTION 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section SECTION 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section SECTION 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Hines Horticulture Inc)
Limitation on Change of Control. (a) Upon Subject to the terms of the Credit Agreement, upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first registered first-class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the "a “Change of Control Offer"”) at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred (the "“Change of Control Date"”), if the Company has not, prior to the Change of Control, sent a redemption notice for all of the Notes in accordance with Paragraph 5 of the Notes and Section 3.01, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 61 days nor later than 60 90 days from the date such notice is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided ;
(8) that each Holders of IDSs electing to have a Note purchased pursuant to a Change of Control Offer will be required to separate its IDSs into shares of the Company’s Class A Common Stock and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereofNotes; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' ’ Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. .
(c) Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. .
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. .
(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Coinmach Service Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph clause (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount Accreted Value thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall send, by first class mail, postage prepaid, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
Limitation on Change of Control. (a) Upon In the occurrence event of a Change of Control, which event shall constitute a triggering event (hereafter referred to as a "CHANGE OF CONTROL TRIGGERING EVENT") and thus an event of failure under the Company terms of the Indenture within the meaning of subparagraph 212(1)(b)(vii) of the Income Tax Act (Canada), the Issuers shall make an a joint offer to purchase all of their respective outstanding Notes Notes, as Units, from each Holder pursuant to the offer described in paragraph PARAGRAPH (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred (the "Change of Control DateCHANGE OF CONTROL DATE"), the Company Issuers shall send, by first class mail, a notice joint offer to each Holder, with a copy to the Trustee, which notice offer shall govern the terms of the Change of Control Offer. The notice offer to the Holders describing the Change of Control Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes Notes, as Units, pursuant to the Change of Control Offer. Such notice offer shall state:
(1) that the Change of Control Offer is being made pursuant to this Section SECTION 4.15 and that all Notes tendered and not withdrawn as Units, in whole or in part, will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults Issuers default in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note Notes, as Units, purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, as Units, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Unit completed, to the Paying Agent at the address specified in the notice offer describing the Change of Control Offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receiveswhose Notes, not later than five Business Days prior to the Change of Control Payment Dateas Units, a telegram, telex, facsimile transmission or letter set- ting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes Notes, as Units, in a principal amount equal to the unpurchased portion of the Notes Notes, as Units, surrendered; provided PROVIDED that the Notes comprising each Note Unit purchased and each new Note Unit issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) 7) the circumstances and relevant facts regarding such Change of Control. On The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes, as Units, pursuant to a Change of Control Offer. To the extent that any provisions of any securities laws or before regulations conflict with the provisions in this SECTION 4.15, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this SECTION 4.15 by virtue thereof. Not later than 10:00 a.m., local time in the place of payment, on the Change of Control Payment Date, the Company Issuers shall (i) accept for payment Notes Notes, as Units, or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes Notes, as Units, so tendered and (iii) deliver to the Trustee Notes Notes, as Units, so accepted together with an Officers' Certificate stating the Notes Notes, as Units, or portions thereof being purchased by the CompanyIssuers. The Paying Agent shall promptly mail to the Holders of Notes Units so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Units comprising Notes equal in principal amount to any unpurchased portion of the Notes comprising the Units surrendered. Any Notes Units not so accepted shall be promptly mailed by the Company Issuers to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes Units pursuant to a Change of Control Offer shall be returned by the Trustee to the CompanyIssuers and may be used for any corporate purpose permitted by the Indenture. The Company shall comply with and the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company Subsidiary Issuer shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section SECTION 4.15 and purchases all Notes Notes, as Units, validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Hockey Co)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an will be required to notify the Trustee in writing thereof and to offer to purchase repurchase all outstanding or any part (equal to $1,000 of principal at maturity or an integral multiple thereof) of each Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof on the date of purchase, plus accrued interestinterest thereon, if any, to through the date of purchasepurchase (the "Change of Control Payment").
(b) Within 30 days following the date upon on which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, mail a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
: (1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will be accepted for payment;
; (2) the purchase price (including the amount of any accrued interest) and the purchase date (date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) law (the "Change of Control Payment Date");
; (3) that any Note not tendered will continue to accrue interest;
; (4) that, unless the Company defaults in making the payment thereforof the Change of Control Payment, any Note all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;
; (5) that Holders electing to have a Note any Physical Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteNotes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Notes purchased;
; and (7) that Holders whose Physical Notes are being purchased only in part will be issued new Physical Notes equal in a principal amount equal to the unpurchased portion of the Physical Notes surrendered; provided provided, that each Physical Note purchased and each new Physical Note issued shall be in an original a principal amount of $1,000 or an integral multiples multiple thereof; and
(8) . On the circumstances and relevant facts regarding such Business Day immediately preceding the Change of ControlControl Payment Date, the Trustee shall notify the Company in writing of the Holders who have so elected to have their Physical Notes purchased pursuant to the Change of Control Offer (and who have not withdrawn such election pursuant to clause (5) above). On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful, (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the amount of the Notes or portions thereof being purchased by tendered to the Company. The Paying Agent shall promptly mail to the Holders of the Notes so accepted payment in an amount equal to the purchase price for such Notes plus accrued interest, if any, to the Change of Control Payment Date, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.154.14, the Trustee shall act as the Paying Agent. Any amounts deposited with the Paying Agent and remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee Paying Agent to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, in each case, to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.154.14 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 4.15 4.14 by virtue thereof. The Company shall not be required will announce publicly the results of the Change of Control Offer on as soon as practicable after the Change of Control Date. Neither the Board of Directors of the Company nor the Trustee may waive the provisions of this Section 4.14 relating to the Company's obligation to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of under this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer4.14.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall make to repurchase all or any part (equal to $1,000 or an offer to purchase all outstanding integral multiple thereof) of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued interest, and unpaid interest and Liquidated Damages (if any, ) thereon to the date of purchasepurchase (the "Change of Control Payment").
(b) Within 30 ten days following the date upon on which the any Change of Control occurred occurs (the "Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such The notice shall state:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2ii) the purchase price (including the amount of accrued interestinterest and Liquidated Damages, if any) and the purchase date (which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its such Holder's election to have such Notes purchased;
(7vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) viii) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful: (i) accept for payment all Notes or portions thereof tendered pursuant to the Change of Control Offer, ; (ii) deposit with the Paying Agent in U.S. Legal Tender sufficient dollars, an amount equal to pay the purchase price plus accrued interest, if any, Change of Control Payment in respect of all Notes or portions thereof so tendered tendered; and (iii) deliver or cause to be delivered to the Trustee Trustee, Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if anyChange of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.154.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company.
(d) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of this Section 4.15 Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Orbital Imaging Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the Company shall make an offer right to purchase all outstanding Notes require the repurchase of such Holder's Securities pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, and unpaid interest to the date of purchaserepurchase. Prior to the mailing of the notice of a Change of Control Offer provided for in paragraph (b) below, within 30 days following any Change of Control the Company shall either (a) repay in full and terminate all commitments under Indebtedness under the Credit Agreement to the extent the terms thereof require repayment upon a Change of Control (or offer to repay in full and terminate all commitments under all such Indebtedness under the Credit Agreement and repay the Indebtedness owed to each lender which has accepted such offer), or (b) obtain the requisite consent under the Credit Agreement, the terms of which require repayment upon a Change of Control, to permit the repurchase of the Securities as provided for in this Section 5.15. The Com- pany shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase Securities pursuant to this Section 5.15. The Company's failure to comply with the covenants described in this paragraph shall constitute an Event of Default under this Indenture. In addition, prior to purchasing Securities tendered into a Change of Control Offer, the Company shall purchase all Senior Notes (or permitted refinancings thereof) which it is required to purchase by reason of such Change of Control pursuant to the provisions of the agreements governing such Indebtedness.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall must send, by first class mail, a notice to each HolderHolder of Securities, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the Change of Control Offer. The Company shall give notice of an event giving rise to a Change of Control on the same date and in the same manner to all Holders of Securities. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 5.15 and that all Notes Securities tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date"); provided, however, that the Change of Control Payment Date for the Securities shall be subsequent to such date for the Senior Notes;
(3) that any Note Security not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Dateif interest is then accruing;
(5) that Holders electing to have a Note Security purchased pursuant to a Change of Control Offer will be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five two Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Security purchased;
(7) that Holders whose Notes Securities are purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion portions of the Notes Securities surrendered; provided that each Note Security purchased and each new Note Security issued shall be in an original principal amount of $1,000 or integral multiples thereof;
(8) that each Change of Control Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law and until 12:00 Midnight New York City time on the applicable Change of Control Payment Date; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. On thereof) unless such payment is prohibited pursuant to Article Four or before otherwise. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.155.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes Securities pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.155.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 5.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "“Change of Control Offer"”) at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest and Additional PIK Interest (which, for such purpose shall be payable in cash), if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "“Change of Control Date"”), the Company shall send, by registered first class mail, a notice postage prepaid, an offer to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice offer shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice offer shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice offer is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Notwithstanding anything to the contrary contained herein, neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall make to repurchase all or any part (equal to $1,000 or an offer to purchase all outstanding integral multiple thereof) of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase an offer price in cash equal to 101100% of the aggregate principal amount thereof thereof, plus accrued interest, if any, and unpaid interest thereon to the date of purchasepurchase (the "Change of Control Payment").
(b) Within 30 ten days following the date upon on which the any Change of Control occurred occurs (the "Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such The notice shall state:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 4.14 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing its such Xxxxxx's election to have such Notes purchased;
(7vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) viii) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful: (i) accept for payment all Notes or portions thereof tendered pursuant to the Change of Control Offer, ; (ii) deposit with the Paying Agent in U.S. Legal Tender sufficient dollars, an amount equal to pay the purchase price plus accrued interest, if any, Change of Control Payment in respect of all Notes or portions thereof so tendered tendered; and (iii) deliver or cause to be delivered to the Trustee Trustee, Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if anyChange of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.154.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 4.14 by virtue thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company.
(d) The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of this Section 4.15 Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Orbital Imaging Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company shall make an offer to purchase all outstanding Notes or a portion of such Holder's Securities pursuant to the offer described in paragraph (b) below (the "Change of Control ----------------- Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchasepurchase (the "Change of Control Offer Price").
(b) Within No later than 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice Notice of an event giving rise to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the a Change of Control Offershall be given on the same date and in the same manner to all Holders. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 5.15 and that all Notes Securities tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");; ------------------------------
(3) that any Note Security not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless (i) the Company defaults in making payment therefortherefor or (ii) such payment is prohibited pursuant to Article Four, any Note Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note Security purchased pursuant to a Change of Control Offer will be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five two Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing its his or her election to have such Notes Security purchased;
(7) that Holders whose Notes Securities are purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion portions of the Notes Securities surrendered; provided provided, that each Note Security purchased and each new Note -------- Security issued shall be in an original principal amount of $1,000 or integral multiples thereof;
(8) that each Change of Control Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law and until 5:00 p.m. New York City time on the applicable Change of Control Payment Date; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes Securities so tendered and (iii) deliver to the Trustee Notes Securities so accepted together with an Officers' Certificate stating the Notes Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes Securities so accepted payment in an amount equal to the purchase price plus accrued interest, if any, (and the Trustee shall promptly authenticate and mail to such Holders new Notes Securities equal in principal amount to any unpurchased portion of the Notes Securities surrendered. Any Notes not so accepted ; provided, that -------- each such new Security shall be promptly mailed by in the principal amount of $1,000 or integral multiples thereof) unless such payment is prohibited pursuant to Article Four or otherwise. The Company to will publicly announce the Holders thereofresults of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.155.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Notwithstanding the purchase of Notes pursuant foregoing, the Company shall not be required to make a Change of Control Offer, as provided above, if, in connection with any Change of Control, it had made an offer to purchase (an "Alternate Offer") any and all Securities validly tendered at a cash price equal to or higher than the Change of Control Offer shall be returned by Price and has purchased all Securities properly tendered in accordance with the Trustee to the Company. terms of such Alternate Offer.
(e) The Company shall must comply with the requirements of Rule 14e-1 under the Exchange Act and any other provisions of state and federal securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes Securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under of this Section 4.155.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.15 5.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (RSC Duval Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the Company shall make an offer right to purchase all outstanding require the repurchase of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a ----------------------- purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchasepurchase (the "Repurchase Date") --------------- (subject to the rights of the holders of record on the relevant record date to receive interest on the relevant interest payment date). Within 10 days after the date upon which the Change of Control occurs (the "Change of Control Date") ---------------------- requiring the Company to make a Change of Control Offer pursuant to this Section 4.15, the Company shall so notify in writing the Trustee.
(b) Within 30 days following the date upon which the Change of Control occurred (the "any Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment ------------------------- Date");; ----
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the third Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted for cancellation pursuant to Section 2.11, together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Prior to the purchase mailing of Notes pursuant the notice to Holders described in clause (b) above, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness and terminate all commitments under the Credit Facility and all other Senior Indebtedness the terms of which require repayment upon a Change of Control Offer shall be returned by or offer to repay in full and terminate all commitments under all Indebtedness under the Trustee Credit Facility and all other such Senior Indebtedness and to repay the Company. Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Facility and all other Senior Indebtedness to permit the repurchase of the Notes as described above.
(e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. .
(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and or otherwise in compliance with the requirements of set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (PSS Holding Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph CLAUSE (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") at a purchase price equal to 101% of the principal amount Accreted Value thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control DateCHANGE OF CONTROL DATE"), the Company shall send, by first class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section SECTION 4.15 and that that, to the extent lawful, all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount at maturity of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount at maturity equal to the unpurchased portion of the Notes surrendered; provided that PROVIDED THAT each Note purchased and each new Note issued shall be in an original principal amount at maturity of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount at maturity of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount at maturity to any unpurchased portion of the Notes surrendered; PROVIDED THAT each such new Note shall be in a principal amount at maturity of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section SECTION 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this SECTION 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.SECTION
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the Company shall make an offer right to purchase all outstanding require the repurchase of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase ----------------------- price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchasepurchase (the "Repurchase Date") (subject to --------------- the rights of the holders of record on the relevant record date to receive interest on the relevant interest payment date). Within 10 days after the date upon which the Change of Control occurs (the "Change of Control Date") requiring ---------------------- the Company to make a Change of Control Offer pursuant to this Section 4.15, the Company shall so notify the Trustee in writing.
(b) Within 30 days following the date upon which the Change of Control occurred (the "any Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change ------ of Control Payment Date");; -----------------------
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the third Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted for cancellation pursuant to Section 2.11, together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Prior to the purchase mailing of Notes pursuant the notice to Holders described in clause (b) above, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Indebtedness and terminate all commitments under the Credit Facility and all other Senior Indebtedness the terms of which require repayment upon a Change of Control or prohibit a Change of Control Offer shall be returned by or offer to repay in full and terminate all commitments under all Indebtedness under the Trustee Credit Facility and all other such Senior Indebtedness and to repay the Company. Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Credit Facility and all other Senior Indebtedness to permit the repurchase of the Notes as described above.
(e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. .
(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Everest One Ipa Inc)
Limitation on Change of Control. (a) Upon Subject to the terms of the Credit Agreement, upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first registered first-class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Neither the Board of Directors of the Company nor the Trustee may waive the Company's obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company Publishing shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") to repurchase all of each Holder's Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred purchase (the "Change of Control DatePayment"), unless such Change of Control also constituted an Asset Sale and Publishing has made a Net Proceeds Purchase of all of the Company Senior Notes in compliance with Section 4.18 hereof. Within 20 days following any Change of Control, Publishing shall send, mail by first class mail, mail a notice to each Holder, Holder with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state, stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.17 and that all Senior Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (date, which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) mailed (the "Change of Control Payment Date");
(3) that any Senior Note not tendered will continue to accrue interest;
(4) that, unless the Company Publishing defaults in making the payment thereforof the Change of Control Payment, any Note all Senior Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteSenior Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Senior Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Senior Notes the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing its his election to have such Senior Notes purchased;xxxxxxsed; and
(7) that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in a principal amount equal to the unpurchased portion of the Senior Notes surrendered; provided that each Note purchased and each new Note issued shall , which unpurchased portion must be in an original equal to $1,000 principal amount of $1,000 or an integral multiples multiple thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall Publishing will (i) accept for payment Senior Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient an amount equal to pay the purchase price plus accrued interest, if any, Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the Senior Notes or portions thereof being purchased by the Companytendered to Publishing. The Paying Agent shall promptly mail to the Holders each Holder of Senior Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if anyfor such Senior Notes, and the Trustee shall promptly authenticate and mail to such Holders each Holder a new Notes Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered. Any Notes not so accepted , if any; provided, that each new Senior Note shall be promptly mailed by in a principal amount of $1,000 or an integral multiple thereof. Publishing will publicly announce the Company to results of the Holders thereofChange of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.154.17, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company shall make an offer to purchase all outstanding Notes or a portion of such Holder's Securities pursuant to the offer described in paragraph (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchase.
(b) Within No later than 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice Notice of an event giving rise to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the a Change of Control Offershall be given on the same date and in the same manner to all Holders. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 5.15 and that all Notes Securities tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and interest)and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note Security not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless (i) the Company defaults in making payment therefortherefor or (ii) such payment is prohibited pursuant to Article Four, any Note Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note Security purchased pursuant to a Change of Control Offer will be required to surrender the Note, Security with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five two Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing its his or her election to have such Notes Security purchased;
(7) that Holders whose Notes Securities are purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion portions of the Notes Securities surrendered; provided PROVIDED, that each Note Security purchased and each new Note Security issued shall be in an original principal amount of $1,000 or integral multiples thereof;
(8) that each Change of Control Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law and until 5:00 p.m. New York City time on the applicable Change of Control Payment Date; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes Securities so tendered and (iii) deliver to the Trustee Notes Securities so accepted together with an Officers' Certificate stating the Notes Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes Securities so accepted payment in an amount equal to the purchase price plus accrued interest, if any, (and the Trustee shall promptly authenticate and mail to such Holders new Notes Securities equal in principal amount to any unpurchased portion of the Notes Securities surrendered. Any Notes not so accepted ; PROVIDED, that each such new Security shall be promptly mailed by in the principal amount of $1,000 or integral multiples thereof) unless such payment is prohibited pursuant to Article Four or otherwise. The Company to will publicly announce the Holders thereofresults of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.155.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Notwithstanding the purchase foregoing, prior to the mailing of Notes pursuant to the notice of a Change of Control Offer referred to above, within 30 days following a Change of Control, the Company shall be returned by either (i) repay in full and terminate all commitments under Indebtedness under the Trustee Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all such commitments under all Indebtedness under the CompanyCredit Agreement and all such other Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer, or (ii) obtain the requisite consents under the Credit Agreement and all other Senior Debt to permit the repurchase of the Securities as provided above. The Company shall first comply with the requirements of covenant in the immediately preceding sentence before it shall be required to repurchase Securities pursuant to the provisions described above.
(e) The Company must comply with Rule 14e-1 under the Exchange Act and any other provisions of state and federal securities laws and or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes Securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under of this Section 4.155.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.15 5.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Metals Usa Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company shall make to repurchase all or any part (equal to $1,000 or an offer to purchase all outstanding integral multiple thereof) of such Holder’s Notes pursuant to the offer described in paragraph (b) below (the "“Change of Control Offer"”) at a purchase an offer price in cash equal to 101100% of the aggregate principal amount thereof thereof, plus accrued interest, if any, and unpaid interest thereon to the date of purchasepurchase (the “Change of Control Payment”).
(b) Within 30 ten days following the date upon on which the any Change of Control occurred occurs (the "“Change of Control Date"”), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, Holder at its last registered address which notice shall govern the terms of the Change of Control Offer. The notice to the Holders each Holder shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such The notice shall state:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 5.14 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company defaults in making payment therefortherefore, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its such Holder’s election to have such Notes purchased;
(7vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) viii) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful: (i) accept for payment all Notes or portions thereof tendered pursuant to the Change of Control Offer, ; and (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if anyChange of Control Payment in respect of all Notes or portions thereof so tendered into a segregated account for such purpose. The Company shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail to such Holders each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes Note surrendered; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. .
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times time and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of this Section 4.15 Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder of the Notes will have the right to require that the Company shall make an offer to purchase all outstanding repurchase such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase repurchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.repurchase, in accordance with the terms contemplated in the following paragraph (b) (the "Change of Control Offer"). -----------------------
(b) Within 30 days following any Change of Control, the date upon which Company shall mail a notice to each Holder with a copy to the Trustee stating: (1) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase such Holder's Notes at a repurchase price in cash equal to 101% of the principal amount the plus accrued and unpaid interest, if any, to the date of repurchase (the "Change of Control DatePurchase Price"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
; (2) the purchase price circumstances -------------------------------- and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to such Change of Control); (3) the amount of accrued interest) and the purchase repurchase date (which shall will be no not earlier than 30 days nor or later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Repurchase Date");
; (34) that any Note not tendered will continue to --------------- accrue interest;
; (45) that, unless the Company defaults in making payment therefor, that any Note accepted for payment pursuant to the Change of Control Offer shall will cease to accrue interest after the Change of Control Payment Repurchase Date;
, (56) that Holders holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent paying agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Repurchase Date;
; (67) that Holders holders will be entitled to withdraw their election if the Paying Agent paying agent receives, not later than five the close of business on the third Business Days prior to Day (or such shorter periods as may be required by applicable law) preceding the Change of Control Payment Repurchase Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holderholder, the principal amount of the Notes the Holder holder delivered for purchase purchase, and a statement that such Holder holder is withdrawing its his election to have such Notes purchased;
; and (7) 8) that Holders whose holders which elect to have their Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and.
(8) c) On the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Repurchase Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender Trustee money sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officersofficers' Certificate certificate stating the Notes or portions thereof being purchased by tendered to the Company. The Paying Agent shall Trustee will promptly mail to the Holders holders of Notes Note so accepted payment in an amount equal to the purchase price plus accrued interest, if anyprice, and the Trustee shall promptly prompt authenticate and mail to such Holders holders a new Notes equal Note in a principal amount equal to any unpurchased portion of the Notes Note surrendered. Any The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Repurchase Date.
(d) If the New Credit Facilities are in effect, or any amounts are owing thereunder or in respect thereof, at the time of the occurrence of a Change of Control, prior to the mailing of the notice to holders described in the preceding paragraph (c), but in any event within 20 days following any Change of Control, the Company shall (i) repay in full all obligations under or in respect of the New Credit Facilities or offer to repay in full all obligations under or in respect of the New Credit Facilities and repay the obligations under or in respect of the New Credit Facilities of each lender who has accepted such offer or (ii) obtain the requisite consent under the New Credit Facilities to permit the repurchase of the Notes not so accepted as set forth above. The Company must first comply with the preceding sentence before it shall be promptly mailed required to purchase Notes in the event of a Change of Control; provided that the Company's failure to comply with the preceding sentence shall constitute an Event of Default pursuant to clause (c) of Section 6.01 if not cured within 30 days after the notice required by such clause. Failure by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to make a Change of Control Offer shall be returned when required by this Indenture constitutes a default under this Indenture and, if not cured within 30 days after notice, constitutes an Event of Default.
(e) If the Trustee Company or any Subsidiary thereof has issued any outstanding (i) Debt that is subordinated in right of payment to the CompanyNotes or (ii) Preferred Stock, and the Company or such Subsidiary is required to make a change of control offer or to make a distribution with respect to such subordinated Debt or Preferred Stock in the event of a change of control, the Company will not consummate any such offer or distribution with respect to such subordinated Debt or Preferred Stock until such time as the Company will have paid the Change of Control Purchase Price in full to the holders of Notes that have accepted the Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the Notes. The Company shall not issue Debt that is subordinated in right of payment to the Notes or Preferred Stock with change of control provisions requiring the payment of such Debt or Preferred Stock prior to the payment of the Notes in the event of a Change in Control under this Indenture.
(f) In the event that a Change of Control occurs and the holders of Notes exercise their right to require the Company to repurchase Notes, if such repurchase constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act at that time, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder as then in effect with respect to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offerrepurchase.
Appears in 1 contract
Samples: Indenture (Koppers Industries Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the Company shall make an offer right to purchase all outstanding require the repurchase of such Holder's Notes pursuant to the offer described in paragraph (b) below (the "Change of Control OfferCHANGE OF CONTROL OFFER") ), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchasepurchase (the "REPURCHASE DATE") (subject to the rights of the holders of record on the relevant record date to receive interest on the relevant interest payment date). Within 10 days after the date upon which the Change of Control occurs (the "CHANGE OF CONTROL DATE") requiring the Company to make a Change of Control Offer pursuant to this Section 4.15, the Company shall so notify in writing the Trustee.
(b) Within 30 days following the date upon which the Change of Control occurred (the "any Change of Control Date"), if the Company has not made a redemption offer pursuant to Paragraph 6 of the Notes, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment DateCHANGE OF CONTROL PAYMENT DATE");
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any .
(c) If the Senior Credit Facility is in effect, or any amounts remaining after are owing thereunder, at the purchase time of Notes pursuant to the occurrence of a Change of Control Offer Control, prior to the mailing of the notice to Holders described in clause (b) above, but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Obligations under the Senior Credit Facility and or offer to repay in full all Obligations under the Senior Credit Facility and repay the Obligations under the Senior Credit Facility of each lender who has accepted such offer or (ii) obtain the requisite consent under the Senior Credit Facility to permit the repurchase of the Notes as described above. The Company shall first comply with the covenant described in the preceding sentence before it shall be returned by required to purchase Notes in the Trustee to event of a Change of Control; PROVIDED that the Company's failure to comply with the covenant described in the preceding sentence will constitute an Event of Default described in Section 6.01(3) if not cured within 30 days after the notice required by such Section. The Company shall comply with the requirements all applicable securities laws in connection with any Change of Control Offer, including Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferAct.
Appears in 1 contract
Samples: Indenture (Federal Data Corp /Fa/)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall Publishing will be required to make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") to repurchase all or any part (equal to $1,000 principal amount or an integral multiple thereof) of a holder's Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred purchase (the "Change of Control DatePayment"). Within 20 days following any Change of Control, the Company Publishing shall send, mail by first class mail, mail a notice to each Holder, Holder with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state, stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 4.17 and that all Senior Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (date, which shall be no earlier than 30 days nor later than 60 40 days from the date such notice is mailed, other than as may be required by law) mailed (the "Change of Control Payment Date");
(3) that any Senior Note not tendered will continue to accrue interest;
(4) that, unless the Company Publishing defaults in making the payment thereforof the Change of Control Payment, any Note all Senior Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders holders electing to have a Note any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the NoteSenior Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Senior Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date;
(6) that Holders holders will be entitled to withdraw their election if the Paying Agent receives, not later than five the close of business on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holderholder, the principal amount of the Senior Notes the Holder delivered for purchase purchase, and a statement that such Holder holder is withdrawing its his election to have such Senior Notes purchased;; and
(7) that Holders holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in a principal amount equal to the unpurchased portion of the Senior Notes surrendered; provided that each Note purchased and each new Note issued shall , which unpurchased portion must be in an original equal to $1,000 principal amount of $1,000 or an integral multiples multiple thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall Publishing will (i) accept for payment Senior Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient an amount equal to pay the purchase price plus accrued interest, if any, Change of Control Payment in respect of all Senior Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Notes so accepted together with an Officers' Certificate stating the Senior Notes or portions thereof being purchased by the Companytendered to Publishing. The Paying Agent shall promptly mail to the Holders each Holder of Senior Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if anyfor such Senior Notes, and the Trustee shall promptly authenticate and mail to such Holders each holder a new Notes Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered. Any Notes not so accepted , if any; provided, that each new Senior Note shall be promptly mailed by in a principal amount of $1,000 or an integral multiple thereof. Publishing will publicly announce the Company to results of the Holders thereofChange of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.154.17, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "“Change of Control Offer"”) at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest (including PIK Interest) and Additional PIK Interest (which, for such purpose shall be payable in cash), if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "“Change of Control Date"”), the Company shall send, by registered first class mail, a notice postage prepaid, an offer to each Holder, with a copy to the Trustee, which notice offer shall govern the terms of the Change of Control Offer. The notice to the Holders each Holder shall contain all instructions and materials necessary to enable such Holders Holder to tender Notes pursuant to the Change of Control Offer. Such notice offer shall state:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 5.8 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice offer is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3iii) that any Note not tendered will shall continue to accrue interest;
(4iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing such Holder, if it elects to have a Note purchased pursuant to a Change of Control Offer will Offer, shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent Company at the address specified in the notice offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6vi) that Holders will such Holder shall be entitled to withdraw their its election if the Paying Agent Company receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the such Holder, the principal amount of the Notes the such Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7vii) that Holders whose if such Holder’s Notes are purchased only in part will part, such Holder shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 1,000, or integral multiples thereof; and
(8) viii) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to promptly pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered to each Holder, and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate issue and mail to such Holders each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15Notwithstanding anything to the contrary contained herein, the Trustee shall act as Board of Directors of the Paying Agent. Any amounts remaining after Company may not waive the Company’s obligation to offer to purchase of the Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Companythis Section 5.8. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.155.8, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 5.8 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 5.8 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. It is the intention of the parties that the provisions of this Section 5.8 provide the Holders and the Company with the same rights and obligations with respect to a Change of Control Offer and resulting sale of Notes as the holders of the Existing Notes and the Company have with respect to a Change of Control Offer and resulting sale of the Existing Notes under Section 4.15 of the Indenture, except to the extent such provisions differ on the date hereof. Accordingly, if any of such provisions of Section 4.15 of the Indenture are amended or supplemented by vote of the holders of the Existing Notes (subject to the provisions of Section 2.4 hereof), then the corresponding provisions of this Section 5.8 (if any) shall be deemed to have been similarly amended or supplemented to the extent necessary to maintain such parity.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Atlantic Express Transportation Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes (including any Additional Series D Senior Notes) pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date"), the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1i) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2ii) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3iii) that any Note not tendered will continue to accrue interest;
(4iv) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5v) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder Xxxxxx is withdrawing its his election to have such Notes purchased;
(7vii) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) viii) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Coinmach Laundry Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company shall make an offer to purchase all outstanding Notes or a portion of such Holder's Securities pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchase.
(b) Within No later than 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice Notice of an event giving rise to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the a Change of Control Offershall be given on the same date and in the same manner to all Holders. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 5.15 and that all Notes Securities tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note Security not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless (i) the Company defaults in making payment therefortherefor or (ii) such payment is prohibited pursuant to Article IV, any Note Security accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note Security purchased pursuant to a Change of Control Offer will be required to surrender the NoteSecurity, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note Security completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five two Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes Securities the Holder delivered for purchase and a statement that such Holder is withdrawing its his or her election to have such Notes Security purchased;
(7) that Holders whose Notes Securities are purchased only in part will be issued new Notes Securities equal in a principal amount equal to the unpurchased portion portions of the Notes Securities surrendered; provided that each Note Security purchased and each new Note Security issued shall be in an original principal amount of $1,000 or integral multiples thereof;
(8) that each Change of Control Offer is required to remain open for at least 20 Business Days or such longer period as may be required by law and until 5:00 p.m. New York City time on the applicable Change of Control Payment Date; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. .
(c) On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes Securities or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes Securities so tendered and (iii) deliver to the Trustee Notes Securities so accepted together with an Officers' Certificate stating the Notes Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes Securities so accepted payment in an amount equal to the purchase price plus accrued interest, if any, (and the Trustee shall promptly authenticate and mail to such Holders new Notes Securities equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted Securities surrendered provided that each such new Security shall be promptly mailed by in the principal amount of $1,000 or integral multiples thereof) unless such payment is prohibited pursuant to Article IV or otherwise. The Company to will publicly announce the Holders thereofresults of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.155.15, the Trustee shall act as the Paying Agent. Any amounts remaining after .
(d) Notwithstanding the purchase foregoing, prior to the mailing of Notes pursuant to the notice of a Change of Control Offer referred to above, but in any event within 30 days following a Change of Control, the Company shall be returned by either (i) repay in full and terminate all commitments under Indebtedness under the Trustee Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the CompanyCredit Agreement and all such other Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer, or (ii) obtain the requisite consents under the Credit Agreement and all other Senior Debt to permit the repurchase of the Securities as provided above. The Company shall first comply with the requirements of covenant in the immediately preceding sentence before it shall be required to repurchase Securities pursuant to the provisions described above.
(e) The Company must comply with Rule 14e-1 under the Exchange Act and any other provisions of state and federal securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under of this Section 4.155.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Section 4.15 5.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Color Spot Nurseries Inc)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "“Change of Control Offer"”) at a purchase price equal to 101% of the principal amount thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, postage prepaid, a notice to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that that, to the extent lawful, all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interest, if any) and the purchase date (which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice is mailed, other than as may be required by law) (the "“Change of Control Payment Date"”);
(3) that any Note not tendered will shall continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary applicable to repurchases. On or before the Change of Control Payment Date, the Company shall shall, to the extent lawful (i) accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly (but in any case not later than five days after the Change of Control Payment Date) authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (BRPP LLC)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding of the Notes pursuant to the offer described in paragraph (b) below (the "Change of Control Offer") ), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, interest to the date of purchase. Prior to the mailing of the notice referred to below, but in any event within 30 days following any Change of Control, the Company covenants to (i) repay in full and terminate all commitments under Indebtedness under the Revolving Credit Facility and all other Senior Debt or Guarantor Senior Debt the terms of which require repayment upon a Change of Control or offer to repay in full and terminate all commitments under all Indebtedness under the Revolving Credit Facility and all other such Senior Debt or Guarantor Senior Debt and to repay the Indebtedness owed to each lender which has accepted such offer or (ii) obtain the requisite consents under the Revolving Credit Facility and all other Senior Debt to permit the repurchase of the Notes as provided below. The Company shall first comply with the covenant in the immediately preceding sentence before it shall be required to repurchase Notes pursuant to the provisions described below.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date")occurred, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 days nor later than 60 45 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interestinterest if interest is then accruing;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business 5:00 p.m., New York City time, on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five 5:00 p.m., New York City time, on the second Business Days prior to Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its his election to have such Notes Note purchased;; and
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered and accepted and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Company shall execute and issue, and the Trustee shall promptly authenticate and mail or deliver to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the Holders Holder thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. .
(c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The 59 -52- Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company, including any requirements to repay in full the Revolving Credit Facility, any such Senior Debt or Guarantor Senior Debt or obtain the consents of such lenders to such Change of Control Offer as set forth in the second paragraph of this Section 4.15 Section, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Landmark Theatre Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer described in paragraph (b) below (the a "Change of Control Offer") at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.
(b) Within 30 days following the date upon which the Change of Control occurred (the "Change of Control Date"), if the Company has not, prior to the Change of Control, sent a redemption notice for all of the Notes in accordance with Paragraph 5 of the Notes and Section 3.01, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will be accepted for payment;
(2) the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than 30 61 days nor later than 60 90 days from the date such notice is mailed, other than as may be required by law) (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than five Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided ;
(8) that each Holders of IDSs electing to have a Note purchased pursuant to a Change of Control Offer will be required to separate its IDSs into shares of the Company's Class A Common Stock and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereofNotes; and
(8) 9) the circumstances and relevant facts regarding such Change of Control. On or before the Change of Control Payment Date, the Company shall (i) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interest, if any, of all Notes so tendered and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price plus accrued interest, if any, and the Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. .
(c) Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. .
(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. .
(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Samples: Indenture (Coinmach Laundry Corp)
Limitation on Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the offer requirements described in paragraph clause (b) below (the "“Change of Control Offer"”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof on the date of purchase plus accrued interestand unpaid interest and Additional Interest, if any, to the date of purchase, subject to the rights of Holders of Notes on the relevant Record Date.
(b) Within 30 thirty (30) days following the date upon which the Change of Control occurred (the "“Change of Control Date"”), the Company shall send, by registered first class mail, a notice postage prepaid, an offer to each Holderrecord Holder as shown on the register of Holders, with a copy to the Trustee, which notice offer shall govern the terms of the Change of Control Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Such notice offer shall state:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered and not withdrawn will shall be accepted for payment;
(2) the purchase price (including the amount of accrued interestinterest and Additional Interest, if any) and the purchase date (date, which shall be no earlier than 30 thirty (30) days nor later than 60 sixty (60) days from the date such notice offer is mailed, other than as may be required by law) law (the "“Change of Control Payment Date"”);
(3) that any Note not tendered will shall continue to accrue interestinterest or Additional Interest, if any;
(4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest, if any, after the Change of Control Payment Date;
(5) that Holders electing to have a Note purchased pursuant to a Change of Control Offer will shall be required to surrender the Note, with the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date;
(6) that Holders will shall be entitled to withdraw their election if the Paying Agent receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter set- ting setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;
(7) that Holders whose Notes are purchased only in part will shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000 or integral multiples thereof; and
(8) the circumstances and relevant facts regarding such Change of Control. If any of the Notes subject to the Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depository applicable to repurchases. On or before the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued interestinterest and Additional Interest, if any, of on all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' ’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to tendered the purchase price plus accrued interest, if any, for such Notes and the Company shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to such Holders be transferred by book entry) to each Holder a new Notes Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying Agent. Any amounts remaining after the purchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to the Company. Notwithstanding anything to the contrary contained herein, neither the Board of Directors of the Company nor the Trustee may waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 4.15. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 4.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue thereof. The Company shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 4.15 and purchases all Notes validly tendered and not withdrawn under such Change of Control OfferOffer or (2) an irrevocable notice of redemption has been given, prior to the occurrence of the Change of Control, pursuant to Section 3.01 to redeem all of the Notes then outstanding.
Appears in 1 contract
