Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger Date, Citicasters shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating: (1) that an Offer is being made pursuant to a Change of Control Offer or pursuant to the definition of Citicasters Securities Asset Sale Offer, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to the unpurchased portion of Citicasters Securities surrendered, PROVIDED that only Citicasters Securities in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control. (b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption. (c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent. (d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchased. (e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note. (f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
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Mandatory Offers. (a) Within 60 days 15 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or within 10 Business Days after any Asset Sale Trigger Excess Proceeds Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities Senior Notes pursuant to the Offer and stating:
: (1i) that an Offer is being made pursuant to a Change of Control Offer Section 7.12 or pursuant to the definition of Citicasters Securities Asset Sale Offer7.13, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities Senior Notes that Citicasters the Company is required to purchase pursuant to such Offer Offer; (2ii) the purchase price for the Citicasters SecuritiesSenior Notes (as set forth in Section 7.12 or 7.13, as the case may be), the amount of accrued and unpaid interest on such Citicasters Securities Senior Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3iii) that any Senior Note not tendered will continue to accrue interest if interest is then accruing; (4iv) that, unless Citicasters fails to deposit with the Paying Agent Company defaults in the payment of the purchase price on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities after Senior Notes on the Purchase Date; (5v) that Holders electing to tender any Senior Note or portion thereof will be required to surrender their Senior Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent Company at the address specified in the notice Section 14.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED provided that Holders electing to tender only a -------- portion of any Senior Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Citicasters Securities Senior Notes if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Notes purchased; (7vii) that Holders whose Citicasters Securities Senior Notes are accepted for payment in part will be issued new Citicasters Securities Senior Notes equal in principal amount to the unpurchased portion of Citicasters Securities Senior Notes surrendered, PROVIDED provided that only Citicasters Securities Senior Notes in a principal amount of $1,000 or -------- integral multiples thereof will be accepted for payment in part and (8) viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters will the Company shall (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Senior Notes or portions thereof tendered pursuant to such Offer andOffer, (ii) in the case of an Offer resulting from one or more Securities Sales or Mezzanine Debt Financings the aggregate Net Cash Proceeds of which exceed $20,000,000, accept for payment all Senior Notes or portions thereof tendered pursuant to such Offer, and (iii) in the case of an Offer resulting from an Asset SalesDisposition with respect to Existing Assets pursuant to which the Company or any Subsidiary has Excess Proceeds, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer Senior Notes that can be purchased out of such Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying AgentProceeds.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities Senior Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee Company shall select on or prior to the Purchase Date the Citicasters Securities Senior Notes or portions thereof to be accepted for payment pursuant to Section 3.26.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with unless the Paying Agent Company defaults in the payment of the purchase price for such Senior Notes on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities Senior Notes on the Purchase Date; PROVIDEDprovided, HOWEVERhowever, that if Citicasters the -------- ------- Company fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted Senior Notes accepted for payment, the deposited funds Company shall be used to purchase on a pro rata basis all Citicasters Securities Senior Notes accepted for payment and interest shall continue to accrue on all Citicasters Securities Senior Notes not purchased.
(ed) Subject to the provisions of Article 10, promptly Promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent Company shall mail to each Holder of Citicasters Securities Senior Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters SecuritiesSenior Notes, (ii) with respect to any tendered Senior Note not accepted for payment in whole or in part, the Trustee Company shall return such Senior Note to the Holder thereof, and (iii) with respect to any Senior Note accepted for payment in part, the Trustee Company shall authenticate and mail to each such Holder a new Senior Note equal in principal amount to the unpurchased portion of the tendered Senior Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
(f) Notwithstanding Section 7.12 and Section 6.7, upon the occurrence of a Change in Control Trigger Date, in lieu of repurchasing Senior Notes as required by Section 7.12, the Company may elect, instead, to call for redemption all Senior Notes pursuant to Section 6.1 provided that the related Notice of Redemption is mailed to all holders not later than the last date that it would be required to commence a Mandatory Offer pursuant to Section 6.7 in respect of such Change in Control.
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Mandatory Offers. (a) Within 60 30 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger Date or the Mandatory Repurchase Trigger Date, Citicasters the Company shall mail a notice to the Trustee (who shall mail to each Holder (with at the Company's expense) a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and notice stating:
: (1) that an Offer to repurchase Notes is being made pursuant to a Change of Control Offer Section 4.15, 4.16 or pursuant to the definition of Citicasters Securities Asset Sale Offer4.17, as the case may be, and describing the transaction or transactions that constitute the Change of Control, Asset Sale or failure to expend the net proceeds of the offering of the Notes made pursuant to the Offering Memorandum, as the case may be, and the length of time the Offer shall remain open, open and the maximum aggregate principal amount of Citicasters Securities Notes that Citicasters the Company is required offering to purchase pursuant to such Offer Offer; (2) the purchase price for the Citicasters SecuritiesNotes (as set forth in Section 4.15, 4.16 or 4.17, as the case may be), the amount (if any) of accrued and unpaid interest on such Citicasters Securities Notes as of the purchase datePurchase Date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered accepted for payment will continue to accrue interest if interest is then accruinginterest; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities Company defaults in making such payment, any Note accepted for payment, interest shall payment pursuant to the Offer will cease to accrue on such Citicasters Securities interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a the form therein entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (67) that Holders will be entitled to withdraw their election to tender Citicasters Securities Notes if the Company, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding last day of the Purchase Daterelevant Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) 8) that Holders whose Citicasters Securities Notes are accepted for payment in part will be issued new Citicasters Securities Notes equal in principal amount to the unpurchased portion of Citicasters Securities Notes surrendered, ; PROVIDED that only Citicasters Securities Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Controlpart.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Notes or portions thereof properly tendered pursuant to such Offer andOffer, (y) in the case of an Offer resulting from one or more Asset Sales, Sales accept for payment payment, on a PRO RATA basis to the maximum principal amount extent necessary, the Payment Amount of Citicasters Securities Notes or portions thereof tendered pursuant to the Net Proceeds Offer or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Sections 3.08 and 4.16, or (z) in the case of a Mandatory Repurchase Offer accept for payment, on a PRO RATA basis to the extent necessary, the Unutilized Proceeds Amount of Notes or portions thereof pursuant to the Mandatory Repurchase Offer or if less than the Unutilized Proceeds Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that can be purchased out such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Excess Proceeds from such Asset SalesSections 3.08 and 4.17, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Citicasters Securities Notes or portions thereof accepted for payment and any accrued and unpaid interest and Liquidated Damages, if any, on such Citicasters Securities Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, Notes or portions thereof so accepted together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the that tendered Citicasters Securities Notes and the principal amount of the Citicasters Securities Notes, as the case may be, or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities Notes or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection3.02, and (ii) if Citicasters the Company deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities Notes accepted for payment, interest shall cease to accrue on such Citicasters Securities Notes on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters the Company fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata PRO RATA basis all Citicasters Securities Notes accepted for payment and interest shall continue to accrue accrue, as the case may be, on all Citicasters Securities Notes not purchased.
(ed) Subject to the provisions Promptly after consummation of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities Notes or portions thereof accepted for payment an amount equal to the purchase price forChange of Control Purchase Price, plus any accrued and unpaid interest onOffered Price or Mandatory Repurchase Offered Price, such Citicasters Securitiesas the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate authenticate, upon receipt of a written order signed by two Officers of the Company, and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
(f) If any of this Section 3.08, Section 4.15, Section 4.16 or Section 4.17 conflict with duties imposed upon the Company or the Subsidiary Guarantors by virtue of any applicable United States securities laws or regulations, the Company or such Subsidiary Guarantor, as the case may be, shall comply with such securities laws or regulations and will not be deemed to have breached its obligations under this Indenture.
Appears in 1 contract
Samples: Indenture (Agro Air Associates Inc)
Mandatory Offers. (a) Within 60 days after If the Company is required to prepay any Term Loans by reason of any Lender's acceptance of an Asset Sale Offer or a Change of Control Trigger DateOffer, or within 10 the amount payable to such Lender shall be paid to the Administrative Agent for account of such Lender and credited to the remaining installments to become due on the Term Loans outstanding to such Lender. Any prepayment of any Term Loan pursuant hereto shall be applied to reduce the scheduled remaining Installments with respect to such Term Loan in inverse order of maturity.
(b) In the event that, pursuant to Section 5.08 hereof, the Company shall be required to commence an offer to all Lenders to repay Term Loans (an "Asset Sale Offer"), it shall follow the procedures specified below.
(i) The Asset Sale Offer shall remain open for a period of 15 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after any the termination of the Offer Period (the "Repayment Date"), the Company shall repay the principal amount of Term Loans required to be purchased pursuant to Section 5.08 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Term Loans for which repayment was requested in response to the Asset Sale Trigger DateOffer. Payment for any Term Loans shall be made in the same manner as interest payments are made.
(ii) Upon the commencement of an Asset Sale Offer, Citicasters the Company shall mail send a notice to the Administrative Agent (for delivery to each Holder (with a copy to the Trustee) containing Lender). The notice shall contain all instructions and materials necessary to enable such Holders Lenders to tender Citicasters Securities request repayment for the Term Loans pursuant to the Asset Sale Offer. The Asset Sale Offer and statingshall be made to all Lenders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:
(1A) that an the Asset Sale Offer is being made pursuant to a Change this Section 2.11 and Section 5.08 hereof and the length of Control time the Asset Sale Offer shall remain open;
(B) the Offer Amount, the purchase price and the Repayment Date;
(C) that any Term Loan for which repayment is not requested or accepted for repayment shall continue to accrete or accrue interest;
(D) that, unless the Company defaults in making such payment, any Term Loan accepted for payment pursuant to the definition of Citicasters Securities Asset Sale OfferOffer shall cease to accrue interest after the Repayment Date;
(E) that a Lender electing to have Term Loans repaid pursuant to an Asset Sale Offer must offer all of its Term Loans for repayment and may not offer only a portion of its Term Loans for repayment;
(F) that the Lenders shall be entitled to withdraw their request if the Company, or the Administrative Agent, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding the Purchase DateOffer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Citicasters Securities delivered the Term Loans for purchase, which the Lender requested repayment and a statement that such Holder Lender is withdrawing his election request to have such Note purchasedTerm Loans repaid; and
(7G) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to that, if the unpurchased portion of Citicasters Securities surrendered, PROVIDED that only Citicasters Securities in a aggregate principal amount of $1,000 or integral multiples thereof will be accepted Term Loans for payment in part and (8) if which repayment is requested by the Lenders exceeds the Offer is made with respect to a Change of ControlAmount, the circumstances and relevant facts regarding such Change of ControlAdministrative Agent shall select the Term Loans to be purchased on a pro rata basis.
(biii) Notwithstanding anything in this Section 3.8 On or before the Repayment Date, the Company shall, to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Controlextent lawful, accept for payment all Citicasters Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis to the extent necessary, the Offer Amount of Term Loans or portions thereof for which repayment is requested pursuant to the Asset Sale Offer, or if repayment for Term Loans in an aggregate amount less than the Offer Amount have been requested, all Citicasters Securities Term Loans for which repayment is requested, and shall deliver to the Administrative Agent (for delivery to the Lenders) an Officers' Certificate stating that such Term Loans or portions thereof were accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchasedby the Company in accordance with the terms of this Section 2.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
Appears in 1 contract
Mandatory Offers. (a) Within 60 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or within 10 Business Days after any Asset Sale Trigger Excess Proceeds Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities Senior Discount Notes pursuant to the Offer and stating:
: (1i) that an Offer is being made pursuant to a Change of Control Offer Section 7.12, 7.13 or pursuant to the definition of Citicasters Securities Asset Sale Offer7.18, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities Senior Discount Notes that Citicasters the Company is required to purchase pursuant to such Offer Offer; (2ii) the purchase price for the Citicasters SecuritiesSenior Discount Notes (as set forth in Section 7.12, 7.13 or 7.18, as the case may be), the amount of accrued and unpaid interest on such Citicasters Securities Senior Discount Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not tendered will continue to accrue interest if interest is then accruing; (4iv) that, unless Citicasters fails to deposit with the Paying Agent Company defaults in the payment of the purchase price on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities after Senior Discount Notes on the Purchase Date; (5v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent Company at the address specified in the notice Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED provided that Holders electing to -------- tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Citicasters Securities Senior Discount Notes if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; (7vii) that Holders whose Citicasters Securities Senior Discount Notes are accepted for payment in part will be issued new Citicasters Securities Senior Discount Notes equal in principal amount to the unpurchased portion of Citicasters Securities Senior Discount Notes surrendered, PROVIDED provided that only Citicasters Securities Senior Discount Notes in a -------- principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters will the Company shall (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Senior Discount Notes or portions thereof tendered pursuant to such Offer andOffer, (ii) in the case of an Offer resulting from one or more Asset SalesSecurities Sales or Mezzanine Debt Financings the aggregate Net Cash Proceeds of which exceed $40,000,000, accept for payment the maximum principal amount of Citicasters Securities all Senior Discount Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess such Net Cash Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to in the Trustee all Citicasters Securities tendered case of an Offer resulting from an Asset Disposition pursuant to which the OfferCompany or any Subsidiary has Excess Proceeds, together with an Officers' Certificate setting forth Annex - 26 accept for payment the name of each Holder of the tendered Citicasters Securities and the maximum principal amount of the Citicasters Securities or portions thereof tendered by each Senior Discount Notes that can be purchased out of such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying AgentExcess Proceeds.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities Senior Discount Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee Company shall select on or prior to the Purchase Date the Citicasters Securities Senior Discount Notes or portions thereof to be accepted for payment pursuant to Section 3.26.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with unless the Paying Agent Company defaults in the payment of the purchase price for such Senior Discount Notes on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities Senior Discount Notes on the Purchase Date; PROVIDEDprovided, HOWEVERhowever, that if Citicasters the Company fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted Senior Discount -------- ------- Notes accepted for payment, the deposited funds Company shall be used to purchase on a pro rata basis all Citicasters Securities Senior Discount Notes accepted for payment and interest shall continue to accrue on all Citicasters Securities Senior Discount Notes not purchased.
(ed) Subject to the provisions of Article 10, promptly Promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent Company shall mail to each Holder of Citicasters Securities Senior Discount Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters SecuritiesSenior Discount Notes, (ii) with respect to any tendered Senior Discount Note not accepted for payment in whole or in part, the Trustee Company shall return such Senior Discount Note to the Holder thereof, and (iii) with respect to any Senior Discount Note accepted for payment in part, the Trustee Company shall authenticate and mail to each such Holder a new Senior Discount Note equal in principal amount to the unpurchased portion of the tendered Senior Discount Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
(f) Notwithstanding Section 7.12 and Section 6.7, upon the occurrence of a Change in Control Trigger Date, in lieu of repurchasing Senior Discount Notes as required by Section 7.12, the Company may elect, instead, to call for redemption all Senior Discount Notes pursuant to Section 6.1 provided that the related Notice of Redemption is mailed to all holders not later than the last date that it would be required to commence a Mandatory Offer pursuant to Section 6.7 in respect of such Change in Control.
Appears in 1 contract
Mandatory Offers. (a) Within 60 days after If the Company is required to prepay any Change Term Loans by reason of Control Trigger Dateany Lender's acceptance of an Asset Sale Offer, or within 10 the amount payable to such Lender shall be paid to the Administrative Agent for account of such Lender and credited to the remaining installments to become due on the Term Loans outstanding to such Lender. Any prepayment of any Term Loan pursuant hereto shall be applied to reduce the scheduled remaining Installments of principal on such Term Loan of such Lender in inverse order of maturity.
(b) In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Lenders to repay Term Loans (an "Asset Sale Offer"), it shall follow the procedures specified below.
(i) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after any the termination of the Offer Period (the "Repayment Date"), the Company shall repay the principal amount of Term Loans required to be purchased pursuant to Section 5.10 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Term Loans for which repayment was requested in response to the Asset Sale Trigger DateOffer. Payment for any Term Loans shall be made in the same manner as interest payments are made.
(ii) Upon the commencement of an Asset Sale Offer, Citicasters the Company shall mail send a notice to the Administrative Agent (for delivery to each Holder (with a copy to the Trustee) containing Lender). The notice shall contain all instructions and materials necessary to enable such Holders Lenders to tender Citicasters Securities request repayment for the Term Loans pursuant to the Asset Sale Offer. The Asset Sale Offer and statingshall be made to all Lenders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:
(1A) that an the Asset Sale Offer is being made pursuant to a Change this Section 2.11 and Section 5.10 hereof and the length of Control time the Asset Sale Offer shall remain open;
(B) the Offer Amount, the purchase price and the Repayment Date;
(C) that any Term Loan for which repayment is not requested or accepted for repayment shall continue to accrete or accrue interest;
(D) that, unless the Company defaults in making such payment, any Term Loan accepted for payment pursuant to the definition of Citicasters Securities Asset Sale OfferOffer shall cease to accrete or accrue interest after the Repayment Date;
(E) that Lenders electing to have Term Loans repaid pursuant to an Asset Sale Offer may only elect to have all of Term Loans repaid and may not elect to have only a portion of its Term Loans;
(F) that Lenders shall be entitled to withdraw their request if the Company, or the Administrative Agent, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding the Purchase DateOffer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Citicasters Securities delivered the Term Loans for purchase, which the Lender requested repayment and a statement that such Holder Lender is withdrawing his election request to have such Note purchasedTerm Loans repaid; and
(7G) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to that, if the unpurchased portion of Citicasters Securities surrendered, PROVIDED that only Citicasters Securities in a aggregate principal amount of $1,000 or integral multiples thereof will be accepted Term Loans for payment in part and (8) if which repayment is requested by Lenders exceeds the Offer is made with respect to a Change of ControlAmount, the circumstances and relevant facts regarding such Change of ControlAdministrative shall select the Term Loans to be purchased on a pro rata basis.
(biii) Notwithstanding anything in this Section 3.8 On or before the Repayment Date, the Company shall, to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Controlextent lawful, accept for payment all Citicasters Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis to the extent necessary, the Offer Amount of Term Loans or portions thereof for which repayment is requested pursuant to the Asset Sale Offer, or if repayment for Term Loans in an aggregate amount less than the Offer Amount have been requested, all Citicasters Securities Term Loans for which repayment is requested, and shall deliver to the Administrative Agent (for delivery to the Lenders) an Officers' Certificate stating that such Term Loans or portions thereof were accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchasedby the Company in accordance with the terms of this Section 2.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Mandatory Offers. (a) Within 60 days 10 Business Days after any Change of Control Trigger Date, Date or within 10 Business Days after any Asset Sale Repayment Trigger Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities Senior Discount Notes pursuant to the Offer and stating:
: (1i) that an Offer is being made pursuant to a Change of Control Offer Section 7.12 or pursuant to the definition of Citicasters Securities Asset Sale Offer7.13, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities Senior Discount Notes that Citicasters the Company is required to purchase pursuant to such Offer Offer; (2ii) the purchase price for the Citicasters SecuritiesSenior Discount Notes (as set forth in Section 7.12 or 7.13, as the case may be), the amount of accrued and unpaid interest on such Citicasters Securities Senior Discount Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not tendered will continue to accrue interest if interest is then accruing; (4iv) that, unless Citicasters fails except to deposit with the Paying Agent on extent the Company defaults in the payment of the purchase price the Purchase Date an amount sufficient with respect to purchase all Citicasters Securities accepted for paymentany Senior Discount Notes tendered, interest shall cease to accrue on such Citicasters Securities after the Purchase DateDate with respect to all Senior Discount Notes tendered in connection with such Offer; (5v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent Company at the address specified in the notice Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Citicasters Securities Senior Discount Notes if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; (7vii) that Holders whose Citicasters Securities Senior Discount Notes are accepted for payment in part will be issued new Citicasters Securities Senior Discount Notes equal in principal amount to the unpurchased portion of Citicasters Securities Senior Discount Notes surrendered, PROVIDED that only Citicasters Securities Senior Discount Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters will the Company shall (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Senior Discount Notes or portions thereof tendered pursuant to such Offer andOffer, (ii) in the case of an Offer resulting from one or more Asset SalesSecurities Sales or Mezzanine Debt Financings the aggregate Net Cash Proceeds of which exceed $30,000,000, accept for payment the maximum principal amount of Citicasters Securities all Senior Discount Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchased.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
Appears in 1 contract
Mandatory Offers. (a) Within 60 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or within 10 Business Days after any Asset Sale Trigger Excess Proceeds Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities New Notes pursuant to the Offer and stating:
: (1i) that an Offer is being made pursuant to a Change of Control Offer Section 7.12, or pursuant to the definition of Citicasters Securities Asset Sale Offer7.13, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities New Notes that Citicasters the Company is required to purchase pursuant to such Offer Offer; (2ii) the purchase price for the Citicasters SecuritiesNew Notes (as set forth in Section 7.12 or 7.13, as the case may be), the amount of accrued and unpaid interest on such Citicasters Securities New Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any New Note not tendered will continue to accrue interest if interest is then accruing; (4iv) that, unless Citicasters fails to deposit with the Paying Agent Company defaults in the payment of the purchase price on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities after New Notes on the Purchase Date; (5v) that Holders electing to tender any New Note or portion thereof will be required to surrender their New Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent Company at the address specified in the notice Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any New Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Citicasters Securities New Notes if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities New Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note New Notes purchased; (7vii) that Holders whose Citicasters Securities New Notes are accepted for payment in part will be issued new Citicasters Securities New Notes equal in principal amount to the unpurchased portion of Citicasters Securities New Notes surrendered, PROVIDED that only Citicasters Securities New Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters will the Company shall (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities New Notes or portions thereof tendered pursuant to such Offer andOffer, and (ii) in the case of an Offer resulting from one or more Asset Sales, Securities Sales or Mezzanine Debt Financings accept for payment the maximum principal amount of Citicasters Securities all New Notes or portions thereof tendered pursuant to such Offer that can are required to be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent7.13 hereof.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities New Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee Company shall select on or prior to the Purchase Date the Citicasters Securities New Notes or portions thereof to be accepted for payment pursuant to Section 3.26.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with unless the Paying Agent Company defaults in the payment of the purchase price for such New Notes on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities New Notes on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters the Company fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted New Notes accepted for payment, the deposited funds Company shall be used to purchase on a pro rata basis all Citicasters Securities New Notes accepted for payment and interest shall continue to accrue on all Citicasters Securities New Notes not purchased.
(ed) Subject to the provisions of Article 10, promptly Promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent Company shall mail to each Holder of Citicasters Securities New Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters SecuritiesNew Notes, (ii) with respect to any tendered New Note not accepted for payment in whole or in part, the Trustee Company shall return such New Note to the Holder thereof, and (iii) with respect to any New Note accepted for payment in part, the Trustee Company shall authenticate and mail to each such Holder a new New Note equal in principal amount to the unpurchased portion of the tendered New Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
(f) Notwithstanding Section 7.12 and Section 6.7, upon the occurrence of a Change in Control Trigger Date, in lieu of repurchasing New Notes as required by Section 7.12, the Company may elect, instead, to call for redemption all New Notes pursuant to Section 6.1 provided that the related Notice of Redemption is mailed to all holders not later than the last date that it would be required to commence a Mandatory Offer pursuant to Section 6.7 in respect of such Change in Control.
Appears in 1 contract
Mandatory Offers. (a) Within 60 days after If the Company is required to prepay any Change Term Loans by reason of Control Trigger Dateany Lender's acceptance of an Asset Sale Offer or a Collateral Proceeds Offer, or within 10 the amount payable to such Lender shall be paid to the Administrative Agent for account of such Lender and credited to the remaining installments to become due on the Term Loans outstanding to such Lender. Any prepayment of any Term Loan pursuant hereto shall be applied to reduce the scheduled remaining Installments of principal on such Term Loan of such Lender in inverse order of maturity.
(b) In the event that, pursuant to Section 5.10 hereof, the Company shall be required to commence an offer to all Lenders to repay Term Loans (an "Asset Sale Offer"), it shall follow the procedures specified below.
(i) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after any the termination of the Offer Period (the "Repayment Date"), the Company shall repay the principal amount of Term Loans required to be purchased pursuant to Section 5.10 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Term Loans for which repayment was requested in response to the Asset Sale Trigger DateOffer. Payment for any Term Loans shall be made in the same manner as interest payments are made.
(ii) Upon the commencement of an Asset Sale Offer, Citicasters the Company shall mail send a notice to the Administrative Agent (for delivery to each Holder (with a copy to the Trustee) containing Lender). The notice shall contain all instructions and materials necessary to enable such Holders Lenders to tender Citicasters Securities request repayment for the Term Loans pursuant to the Asset Sale Offer. The Asset Sale Offer and statingshall be made to all Lenders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:
(1A) that an the Asset Sale Offer is being made pursuant to a Change this Section 2.11 and Section 5.10 hereof and the length of Control time the Asset Sale Offer shall remain open;
(B) the Offer Amount, the purchase price and the Repayment Date;
(C) that any Term Loan for which repayment is not requested or accepted for repayment shall continue to accrete or accrue interest;
(D) that, unless the Company defaults in making such payment, any Term Loan accepted for payment pursuant to the definition of Citicasters Securities Asset Sale OfferOffer shall cease to accrete or accrue interest after the Repayment Date;
(E) that Lenders electing to have Term Loans repaid pursuant to an Asset Sale Offer may only elect to have all of Term Loans repaid and may not elect to have only a portion of its Term Loans;
(F) that Lenders shall be entitled to withdraw their request if the Company, or the Administrative Agent, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close expiration of business on the second Business Day preceding the Purchase DateOffer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the HolderLender, the principal amount of Citicasters Securities delivered the Term Loans for purchase, which the Lender requested repayment and a statement that such Holder Lender is withdrawing his election request to have such Note purchasedTerm Loans repaid; and
(7G) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to that, if the unpurchased portion of Citicasters Securities surrendered, PROVIDED that only Citicasters Securities in a aggregate principal amount of $1,000 or integral multiples thereof will be accepted Term Loans for payment in part and (8) if which repayment is requested by Lenders exceeds the Offer is made with respect to a Change of ControlAmount, the circumstances and relevant facts regarding such Change of ControlAdministrative shall select the Term Loans to be purchased on a pro rata basis.
(biii) Notwithstanding anything in this Section 3.8 On or before the Repayment Date, the Company shall, to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Controlextent lawful, accept for payment all Citicasters Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchased.
(e) Subject to the provisions extent necessary, the Offer Amount of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities Term Loans or portions thereof accepted for payment an amount equal which repayment is requested pursuant to the purchase price forAsset Sale Offer, plus any accrued or if repayment for Term Loans in an aggregate amount less than the Offer Amount have been requested, all Term Loans for which repayment is requested, and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note deliver to the Holder thereof, and Administrative Agent (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount delivery to the unpurchased portion of the tendered Note.
(fLenders) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.an Officers' Certificate
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Tesoro Petroleum Co Inc)
Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger Date, Citicasters shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating:
(1) that an Offer is being made pursuant to a Change of Control Offer or pursuant to the definition of Citicasters Securities Asset Sale Offer, as the case may be, Annex - 30 the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to the unpurchased portion of Citicasters Securities surrendered, PROVIDED that only Citicasters Securities in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall Annex - 32 be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchased.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
Appears in 1 contract
Mandatory Offers. (a) Within 60 30 days after any Change of Control Trigger Date, Date or within 10 Business Days after any Asset Sale Trigger Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating:
: (1) that an Offer is being made pursuant to a Change of Control Offer Section 4.13 or pursuant to the definition of Citicasters Securities Asset Sale Offer4.14, as the case may be, and the length of time the Offer shall remain open, open and the maximum aggregate principal amount of Citicasters Securities Notes that Citicasters the Company is required offering to purchase pursuant to such Offer Offer; (2) the 39 45 purchase price for the Citicasters SecuritiesNotes (as set forth in Section 4.13 or 4.14, as the case may be), the amount (if any) of accrued and unpaid interest on such Citicasters Securities Notes as of the purchase datePurchase Date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered accepted for payment will continue to accrue interest if interest is then accruinginterest; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities Company defaults in making such payment, any Note accepted for payment, interest shall payment pursuant to the Offer will cease to accrue on such Citicasters Securities interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a the form therein entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (67) that Holders will be entitled to withdraw their election to tender Citicasters Securities Notes if the Company, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on the second Business Day preceding last day of the Purchase Daterelevant Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) 8) that Holders whose Citicasters Securities Notes are accepted for payment in part will be issued new Citicasters Securities Notes equal in principal amount to the unpurchased portion of Citicasters Securities Notes surrendered, PROVIDED provided that only Citicasters Securities Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part part; and (8) 9) in the case of an Asset Sale, that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer is made with respect to a Change of ControlAmount, the circumstances and relevant facts regarding Company will select the Notes to be purchased on a pro rata basis (with such Change adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Control$1,000, or integral multiples thereof, will be purchased).
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Notes or portions thereof properly tendered pursuant to such Offer and, and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment payment, on a pro rata basis to the maximum principal amount extent necessary, the Asset Sale Offer Amount of Citicasters Securities Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Offer that can be purchased out Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Excess Proceeds from such Asset SalesSections 3.08 and 4.14, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Citicasters Securities Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities Notes or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities accepted for payment and interest shall continue to accrue on all Citicasters Securities not purchased.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.so
Appears in 1 contract
Samples: Indenture (Kragen Auto Supply Co)
Mandatory Offers. (a) Within 60 30 days after any Change of Control Trigger Date, Date or within 10 Business Days after any Asset Sale Trigger Date, Citicasters the Company shall mail a notice to the Trustee (who shall mail to each Holder (with at the Company's expense) a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and notice stating:
: (1) that an Offer is being made pursuant to a Change of Control Offer Section 4.15 or pursuant to the definition of Citicasters Securities Asset Sale Offer4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open, open and the maximum aggregate principal amount of Citicasters Securities Notes that Citicasters the Company is required offering to purchase pursuant to such Offer Offer; (2) the purchase price for the Citicasters SecuritiesNotes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Citicasters Securities Notes as of the purchase datePurchase Date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered accepted for payment will continue to accrue interest if interest is then accruinginterest; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities Company defaults in making such payment, any Note accepted for payment, interest shall payment pursuant to the Offer will cease to accrue on such Citicasters Securities interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a the form therein entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (67) that Holders will be entitled to withdraw their election to tender Citicasters Securities Notes if the Company, the Depositary or the Paying Agent Agent, as the case may be, receives, not later than the close of business on -38- 44 the second Business Day preceding last day of the Purchase Daterelevant Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (7) 8) that Holders whose Citicasters Securities Notes are accepted for payment in part will be issued new Citicasters Securities Notes equal in principal amount to the unpurchased portion of Citicasters Securities Notes surrendered, PROVIDED provided that only Citicasters Securities Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Controlpart.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters the Company will (i) to the extent lawful, (x) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Notes or portions thereof properly tendered pursuant to such Offer and, and (y) in the case of an Offer resulting from one or more Asset Sales, accept for payment payment, on a pro rata basis to the maximum principal amount extent necessary, the Payment Amount of Citicasters Securities Notes or portions thereof tendered pursuant to the Net Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes tendered, and will deliver to the Trustee an Officers' Certificate stating that such Offer that can be purchased out Notes or portions thereof were accepted for payment by the Company in accordance with the terms of Excess Proceeds from such Asset SalesSections 3.08 and 4.16, (ii) deposit with the Paying Agent in immediately available funds the aggregate purchase price of all Citicasters Securities Notes or portions thereof accepted for payment and any accrued and unpaid interest (including Special Interest, if any) on such Citicasters Securities Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities tendered pursuant to the Offer, Notes or portions thereof so accepted together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the that tendered Citicasters Securities Notes and the principal amount of the Citicasters Securities Notes, as the case may be, or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities Notes or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection3.02, and (ii) if Citicasters the Company deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities Notes accepted for payment, interest shall cease to accrue on such Citicasters Securities Notes on the Purchase Date; PROVIDEDprovided, HOWEVERhowever, that if Citicasters the Company fails to deposit an amount sufficient to purchase all Citicasters Securities -accepted Notes accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities Notes accepted for payment and interest shall continue to accrue accrue, as the case may be, on all Citicasters Securities Notes not purchased.
(ed) Subject to the provisions Promptly after consummation of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities Notes or portions thereof accepted for payment an amount equal to the purchase price forChange of Control Purchase Price or Offered Price, plus any accrued and unpaid interest on, such Citicasters Securitiesas the case may be, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Company shall issue and the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
Appears in 1 contract
Samples: Indenture (Pool Energy Services Co)
Mandatory Offers. (a) Within 60 days 10 Business Days after any Change of Control Trigger Date, any Repayment Trigger Date or within 10 Business Days after any Asset Sale Trigger Excess Proceeds Date, Citicasters the Company shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities Senior Discount Notes pursuant to the Offer and stating:
: (1i) that an Offer is being made pursuant to a Change of Control Offer Section 7.12, 7.13 or pursuant to the definition of Citicasters Securities Asset Sale Offer7.18, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities Senior Discount Notes that Citicasters the Company is required to purchase pursuant to such Offer Offer; (2ii) the purchase price for the Citicasters SecuritiesSenior Discount Notes (as set forth in Section 7.12, 7.13 or 7.18, as the case may be), the amount of accrued and unpaid interest on such Citicasters Securities Senior Discount Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date")); (3iii) that any Senior Discount Note not tendered will continue to accrue interest if interest is then accruing; (4iv) that, unless Citicasters fails to deposit with the Paying Agent Company defaults in the payment of the purchase price on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities after Senior Discount Notes on the Purchase Date; (5v) that Holders electing to tender any Senior Discount Note or portion thereof will be required to surrender their Senior Discount Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent Company at the address specified in the notice Section 13.2 hereof prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED provided that -------- Holders electing to tender only a portion of any Senior Discount Note must tender a principal amount of $1,000 or integral multiples thereof; (6vi) that Holders will be entitled to withdraw their election to tender Citicasters Securities Senior Discount Notes if the Paying Agent Company receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities Senior Discount Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note Senior Discount Notes purchased; (7vii) that Holders whose Citicasters Securities Senior Discount Notes are accepted for payment in part will be issued new Citicasters Securities Senior Discount Notes equal in principal amount to the unpurchased portion of Citicasters Securities Senior Discount Notes surrendered, PROVIDED provided that only Citicasters Securities Senior -------- Discount Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) viii) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on On the Purchase Date for any Offer, Citicasters will the Company shall (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities Senior Discount Notes or portions thereof tendered pursuant to such Offer andOffer, (ii) in the case of an Offer resulting from one or more Asset SalesSecurities Sales or Mezzanine Debt Financings the aggregate Net Cash Proceeds of which exceed $40,000,000, accept for payment the maximum principal amount of Citicasters Securities all Senior Discount Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities as of the Purchase DateNet Cash Proceeds, and (iii) deliverin the case of an Offer resulting from an Asset Disposition pursuant to which the Company or any Subsidiary has Excess Proceeds, or cause accept for payment the maximum principal amount of Senior Discount Notes that can be purchased out of such Excess Proceeds; provided, however, -------- ------- that the Company will accept pursuant to be delivered, Offers described in clauses (ii) and (iii) Senior Discount Notes (Series A) and (Series B) in proportion to the Trustee all Citicasters Securities aggregate principal amount of such Senior Discount Notes (Series A) and (Series B), respectively, tendered pursuant to the such Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities and the principal amount of the Citicasters Securities or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(dc) With respect to any Offer, (i) if less than all of the Citicasters Securities Senior Discount Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters the Company for any reason, Citicasters and the Trustee Company shall select on or prior to the Purchase Date the Citicasters Securities Senior Discount Notes or portions thereof to be accepted for payment pursuant to Section 3.26.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities and the ratio of the outstanding principal amount of Additional Citicasters Securities, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities and Additional Citicasters Securities prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with unless the Paying Agent Company defaults in the payment of the purchase price for such Senior Discount Notes on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for paymentDate, interest shall cease to accrue on such Citicasters Securities Senior Discount Notes on the Purchase Date; PROVIDEDprovided, HOWEVERhowever, that if Citicasters the Company fails to deposit an amount sufficient -------- ------- to purchase all Citicasters Securities -accepted Senior Discount Notes accepted for payment, the deposited funds Company shall be used to purchase on a pro rata basis all Citicasters Securities Senior Discount Notes (Series A) and (Series B), respectively, accepted for payment and interest shall continue to accrue on all Citicasters Securities Senior Discount Notes not purchased.
(ed) Subject to the provisions of Article 10, promptly Promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent Company shall mail to each Holder of Citicasters Securities Senior Discount Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters SecuritiesSenior Discount Notes, (ii) with respect to any tendered Senior Discount Note not accepted for payment in whole or in part, the Trustee Company shall return such Senior Discount Note to the Holder thereof, and (iii) with respect to any Senior Discount Note accepted for payment in part, the Trustee Company shall authenticate and mail to each such Holder a new Senior Discount Note equal in principal amount to the unpurchased portion of the tendered Senior Discount Note.
(fe) Citicasters The Company will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
(f) Notwithstanding Section 7.12 and Section 6.7, upon the occurrence of a Change in Control Trigger Date, in lieu of repurchasing Senior Discount Notes as required by Section 7.12, the Company may elect, instead, to call for redemption all Senior Discount Notes pursuant to Section 6.1 provided that the related Notice of Redemption is mailed to all holders not later than the last date that it would be required to commence a Mandatory Offer pursuant to Section 6.7 in respect of such Change in Control.
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Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger Date, Citicasters shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities 1994 9 3/4% Notes pursuant to the Offer and stating:
(1) that an Offer is being made pursuant to a Change of Control Offer or pursuant to the definition of Citicasters Securities 1994 9 3/4% Note Asset Sale Offer, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities 1994 9 3/4% Notes that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities1994 9 3/4% Notes, the amount of accrued and unpaid interest on such Citicasters Securities 1994 9 3/4% Notes as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities 1994 9 3/4% Notes accepted for payment, interest shall cease to accrue on such Citicasters Securities 1994 9 3/4% Notes after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chasePurchase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities 1994 9 3/4% Notes if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities 1994 9 3/4% Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Citicasters Securities 1994 9 3/4% Notes are accepted for payment in part will be issued new Citicasters Securities 1994 9 3/4% Notes equal in principal amount to the unpurchased portion of Citicasters Securities 1994 9 3/4% Notes surrendered, PROVIDED that only Citicasters Securities 1994 9 3/4% Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part and (8) if the Offer is made with respect to a Change of Control, the circumstances and relevant facts regarding such Change of Control.
(b) Notwithstanding anything in this Section 3.8 to the contrary, Citicasters shall not be required to commence an Offer as a result of a Change of Control if, within thirty (30) days of the Change of Control Trigger Date, Citicasters notifies the Holders that all outstanding Citicasters Securities 1994 9 3/4% Notes will be redeemed pursuant to a Change of Control Redemption.
(c) Subject to the provisions of Article 10, on the Purchase Date for any Offer, Citicasters will (i) in the case of an Offer resulting from a Change of Control, accept for payment all Citicasters Securities 1994 9 3/4% Notes or portions thereof tendered pursuant to such Offer and, in the case of an Offer resulting from one or more Asset Sales, accept for payment the maximum principal amount of Citicasters Securities 1994 9 3/4% Notes or portions thereof tendered pursuant to such Offer that can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of all Citicasters Securities 1994 9 3/4% Notes or portions thereof accepted for payment and any accrued and unpaid interest on such Citicasters Securities 1994 9 3/4% Notes as of the Purchase Date, and (iii) deliver, or cause to be delivered, to the Trustee all Citicasters Securities 1994 9 3/4% Notes tendered pursuant to the Offer, together with an Officers' Certificate setting forth Annex - 26 the name of each Holder of the tendered Citicasters Securities 1994 9 3/4% Notes and the principal amount of the Citicasters Securities 1994 9 3/4% Notes or portions thereof tendered by each such Holder. For purposes of this Section 3.8, the Trustee shall act as the Paying Agent.
(d) With respect to any Offer, (i) if less than all of the Citicasters Securities 1994 9 3/4% Notes tendered pursuant to an Offer are to be accepted for payment by Citicasters for any reason, Citicasters and the Trustee shall select on or prior to the Purchase Date the Citicasters Securities 1994 9 3/4% Notes or portions thereof to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if any Additional Citicasters Securities 1994 9 3/4% Notes are outstanding, such selection shall be effected in such a manner as to ensure that the ratio of the outstanding principal amount of the Initial Citicasters Securities 1994 9 3/4% Notes and the ratio of the outstanding principal amount of Additional Citicasters Securities1994 9 3/4% Notes, respectively, to the sum of the outstanding principal amount of the Initial Citicasters Securities 1994 9 3/4% Notes and Additional Citicasters Securities 1994 9 3/4% Notes prior to such selection is equal to such ratios after such selection, and (ii) if Citicasters deposits with the Paying Agent on or prior to the Purchase Date an amount sufficient to purchase all Citicasters Securities 1994 9 3/4% Notes accepted for payment, interest shall cease to accrue on such Citicasters Securities 1994 9 3/4% Notes on the Purchase Date; PROVIDED, HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase all Citicasters Securities 1994 9 3/4% Notes -accepted for payment, the deposited funds shall be used to purchase on a pro rata basis all Citicasters Securities 1994 9 3/4% Notes accepted for payment and interest shall continue to accrue on all Citicasters Securities 1994 9 3/4% Notes not purchased.
(e) Subject to the provisions of Article 10, promptly after the Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each Holder of Citicasters Securities 1994 9 3/4% Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Citicasters Securities1994 9 3/4% Notes, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(f) Citicasters will (i) publicly announce the results of the Offer on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable to any Offer.
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Samples: Indenture (Efm Programming Inc)
