Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 1021, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 1018. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:
Appears in 3 contracts
Samples: Indenture (Sea Containers LTD /Ny/), Indenture (Sea Containers LTD /Ny/), Indenture (Sea Containers LTD /Ny/)
Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 102110.22, if, at any time, SCLthe Company’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL the Company determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) each series of Securities then Outstanding at a purchase price of 100% of the principal amount plus Interest interest, if any, accrued and unpaid to the date on which the Senior Notes Securities are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest interest payable on such date shall be paid according to the terms and provisions of Section 3073.07. The Company may not credit against its obligation to purchase Senior Notes Securities on any Purchase Date hereunder the principal amount of any Senior Notes Securities previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 1018. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:.
Appears in 2 contracts
Samples: Indenture (Sea Containers LTD /Ny/), Indenture (Sea Containers LTD /Ny/)
Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 10211018, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 10181015. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:
(1) the Offer is being made pursuant to this Section 1015 and that Senior Notes will be accepted for payment on a pro rata basis;
(2) the purchase price and the Purchase Date;
(3) that any Senior Note not tendered or accepted for payment will continue to accrue Interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Senior Note accepted for payment pursuant to the Offer shall cease to accrue Interest after the Purchase Date;
(5) that Holders electing to have a Senior Note purchased pursuant to the Offer will be required to surrender the Senior Note, with a properly completed copy of the form of letter of transmittal, to the Paying Agent at the address specified in the notice five Business Days prior to the Purchase Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the close of business on the Purchase Date, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Senior Notes purchased; and
(7) that Holders whose Senior Notes are purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portions thereof tendered pursuant to the Offer, of the Senior Notes surrendered. On the Purchase Date, the Company shall (i) accept for purchase on a pro rata basis Senior Notes or portions thereof tendered pursuant to the Offer in a principal amount not to exceed 10% of the aggregate principal amount of Senior Notes originally issued, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted together with an Officers’ Certificate (A) setting forth calculations demonstrating compliance with clauses (i) and (ii), and (B) stating the Senior Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Senior Notes so accepted payment in an amount equal to the purchase price as specified in an Officers’ Certificate. The Trustee shall promptly authenticate and mail or deliver to each Holder who tendered Senior Notes pursuant to the Offer a new Senior Note equal in principal amount to any unpurchased portion of the Senior Note surrendered. The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. For purposes of this Section 1015, the Trustee shall act as the Paying Agent.
Appears in 1 contract
Samples: Indenture (Sea Containers LTD /Ny/)
Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 102110.22, if, at any time, SCLthe Company’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL the Company determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) each series of Securities then Outstanding at a purchase price of 100% of the principal amount plus Interest interest, if any, accrued and unpaid to the date on which the Senior Notes Securities are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest interest payable on such date shall be paid according to the terms and provisions of Section 3073.07. The Company may not credit against its obligation to purchase Senior Notes Securities on any Purchase Date hereunder the principal amount of any Senior Notes Securities previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders of each Outstanding series of Securities at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 101810.19. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL the Company required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCLthe Company’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes Securities pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:
(1) the Offer is being made pursuant to this Section 10.19 and that Securities will be accepted for payment on a pro rata basis;
(2) the purchase price and the Purchase Date;
(3) that any Security not tendered or accepted for payment will continue to accrue Interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Security accepted for payment pursuant to the Offer shall cease to accrue Interest after the Purchase Date;
(5) that Holders electing to have a Security purchased pursuant to the Offer will be required to surrender the Security, with a properly completed copy of the form of letter of transmittal, to the Paying Agent at the address specified in the notice five Business Days prior to the Purchase Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the close of business on the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Securities purchased; and
(7) that Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portions thereof tendered pursuant to the Offer, of the Securities surrendered. On the Purchase Date, the Company shall (i) accept for purchase on a pro rata basis each series of Securities then Outstanding or portions thereof tendered pursuant to the Offer in a principal amount not to exceed 10% of the aggregate principal amount originally issued of each such series, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so accepted, and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate (A) setting forth calculations demonstrating compliance with clauses (i) and (ii), and (B) stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price as specified in an Officers’ Certificate. The Trustee shall promptly authenticate and mail or deliver to each Holder who tendered Securities pursuant to the Offer a new Security equal in principal amount to any unpurchased portion of the Security surrendered. The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. For purposes of this Section 10.19, the Trustee shall act as the Paying Agent.
Appears in 1 contract
Samples: Indenture (Sea Containers LTD /Ny/)
Maintenance of Consolidated Tangible Net Worth. Except as provided for in Section 10211018, if, at any time, SCL’s Consolidated Tangible Net Worth at the end of each of any two consecutive fiscal quarters is less than the Minimum Consolidated Tangible Net Worth, then the Company shall make an offer (an “Offer”), on or prior to the 30th day following the date on which the Company files its quarterly or annual report, as the case may be, with the Commission reporting the results for the second fiscal quarter giving rise to the obligation to make the Offer (or, in the event the Company is not required to file a quarterly report with the Commission in accordance with this Indenture, on or prior to the 30th day following the date on which SCL determines the results for the second fiscal quarter giving rise to the obligation to make the Offer; but in any event not later than the 75th day following the end of the quarter in the case of the first three fiscal quarters in any fiscal year, or the 120th day following the end of the quarter in the case of the fourth quarter in any fiscal year), to purchase 10% of the aggregate principal amount of the Senior Notes originally issued (or such lesser amount as may be outstanding at the time) at a purchase price of 100% of the principal amount plus Interest accrued and unpaid to the date on which the Senior Notes are to be purchased (the “Purchase Date”); provided, however, that if the Purchase Date is an Interest Payment Date, Interest payable on such date shall be paid according to the terms and provisions of Section 307. The Company may not credit against its obligation to purchase Senior Notes on any Purchase Date hereunder the principal amount of any Senior Notes previously acquired or redeemed by the Company. In no event shall the failure to meet the Minimum Consolidated Tangible Net Worth requirement stated above at the end of any fiscal quarter be counted toward the making of more than one Offer hereunder. Notice of an Offer, together with a form of letter of transmittal, shall be mailed by the Company not less than 25 days before the Purchase Date to the Trustee and to the Holders at their last registered addresses. The Trustee shall be under no obligation to ascertain whether an Offer is required to be made under this Section 10181015. The Offer shall remain open from the time of mailing until at least until five Business Days before the Purchase Date. The notice and form of letter of transmittal shall be accompanied by a copy of the information regarding SCL required to be contained in a quarterly report for the second fiscal quarter referred to above if such second fiscal quarter is one of the Company’s first three fiscal quarters or, if the Company is not required to file quarterly reports with the Commission in accordance with this Indenture, such other report as the Company delivers to its shareholders with respect to such second fiscal quarter or, if no such report is delivered, a copy of SCL’s quarterly financial results for such quarter. If such second fiscal quarter is the Company’s last fiscal quarter of a fiscal year, a copy of the information required to be contained in an annual report for the fiscal year ending with such second fiscal quarter shall either accompany the notice or be delivered to Holders not less than ten days before the Purchase Date. The notice and form of letter of transmittal shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Offer. The notice together with the form of letter of transmittal, which shall govern the terms of the Offer, shall state:
(1) the Offer is being made pursuant to this Section 1015 and that Senior Notes will be accepted for payment on a pro rata basis;
(2) the purchase price and the Purchase Date;
(3) that any Senior Note not tendered or accepted for payment will continue to accrue Interest;
(4) that, unless the Company defaults in the payment of the purchase price, any Senior Note accepted for payment pursuant to the Offer shall cease to accrue Interest after the Purchase Date;
(5) that Holders electing to have a Senior Note purchased pursuant to the Offer will be required to surrender the Senior Note, with a properly completed copy of the form of letter of transmittal, to the Paying Agent at the address specified in the notice five Business Days prior to the Purchase Date;
(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than three Business Days prior to the close of business on the Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Senior Notes purchased; and
(7) that Holders whose Senior Notes are purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portions thereof tendered pursuant to the Offer, of the Senior Notes surrendered. On the Purchase Date, the Company shall (i) accept for purchase on a pro rata basis Senior Notes or portions thereof tendered pursuant to the Offer in a principal amount not to exceed 10% of the aggregate principal amount of Senior Notes originally issued, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, and (iii) deliver to the Trustee Senior Notes so accepted together with an Officers’ Certificate (A) setting forth calculations demonstrating compliance with clauses (i) and (ii), and (B) stating the Senior Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Senior Notes so accepted payment in an amount equal to the purchase price as specified in an Officers’ Certificate. The Trustee shall promptly authenticate and mail or deliver to each Holder who tendered Senior Notes pursuant to the Offer a new Senior Note equal in principal amount to any unpurchased portion of the Senior Note surrendered. The Company will publicly announce the results of the Offer on or as soon as practicable after the Purchase Date. For purposes of this Section 1015, the Trustee shall act as the Paying Agent.
Appears in 1 contract
Samples: Indenture (Sea Containers LTD /Ny/)
