Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state: (1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date; (2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable; (3) the name and address of the Paying Agent and the Conversion Agent; (4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price; (5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities; (7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3; (8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate; (9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable; (10) the CUSIP or ISIN number of the Securities; (11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and (12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.
Appears in 2 contracts
Samples: Indenture (Trinity Industries Inc), Indenture (Trinity Industries Inc)
Notice of Purchase Date or Fundamental Change. The Company Issuer shall send notices (each, a “Company an "Issuer Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Security Register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company an "Issuer Notice Date”"). Each Company Issuer Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent InterestAdditional Amounts, if any), if any, that will be payable with respect to the Securities 2023 Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(c) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(d) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3e) the name and address of the Paying Agent and the Conversion Agent;
(4f) that Securities 2023 Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5g) that Securities 2023 Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Thirteenth Supplemental Indenture;
(6h) that the Purchase Price or Fundamental Change Purchase Price for any Securities 2023 Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities2023 Notes;
(7i) the procedures the Holder must follow under Sections 11.1 Article III or 11.2Article IV hereof, as applicable, and Section 11.3Article V hereof;
(8) j) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate2023 Notes;
(9k) that, unless the Company Issuer defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities 2023 Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)Additional Amounts, if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10l) the CUSIP or ISIN number of the Securities;2023 Notes; and
(11m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.Purchase
Appears in 2 contracts
Samples: Supplemental Indenture (Consumers Energy Co), Supplemental Indenture (CMS Energy Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the a Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, ;
(ii) Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2, Section 11.02 as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) ix) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 2 contracts
Samples: Indenture (Pier 1 Imports Inc/De), Indenture (Pier 1 Imports Inc/De)
Notice of Purchase Date or Fundamental Change. The Company Issuer shall send notices (each, a “Company an "Issuer Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Security Register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company an "Issuer Notice Date”"). Each Company Issuer Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent InterestAdditional Amounts, if any), if any, that will be payable with respect to the Securities 2023 Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(c) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(d) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3e) the name and address of the Paying Agent and the Conversion Agent;
(4f) that Securities 2023 Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5g) that Securities 2023 Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Sixteenth Supplemental Indenture;
(6h) that the Purchase Price or Fundamental Change Purchase Price for any Securities 2023 Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities2023 Notes;
(7i) the procedures the Holder must follow under Sections 11.1 Article III or 11.2Article IV hereof, as applicable, and Section 11.3Article V hereof;
(8) j) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate2023 Notes;
(9k) that, unless the Company Issuer defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities 2023 Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)Additional Amounts, if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10l) the CUSIP or ISIN number of the Securities;2023 Notes; and
(11m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously In connection with providing such Company Issuer Notice, the Company Issuer will issue a press release and publish a notice containing the information in such Company Issuer Notice in a newspaper of general circulation in The City of New York or publish such information on its the Issuer's then existing website Web site or through such other public medium as it the Issuer may use at the time. At the Issuer's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Issuer's expense, the Paying Agent shall give the Issuer Notice in the Issuer's name; provided, however, that, in all cases, the text of the Issuer Notice shall be prepared by the Issuer.
Appears in 2 contracts
Samples: Supplemental Indenture (CMS Energy Corp), Supplemental Indenture (CMS Energy Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the RegistrarHolders, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, as the case may be;
(ii) the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 10.01 or 11.2Section 10.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this First Supplemental Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7viii) the procedures the Holder must follow under Sections 11.1 10.01 or 11.210.02, as applicable, and Section 11.310.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue and the Accreted Principal Amount shall cease to accrete on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the SecuritiesNotes;
(11xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xii) in the case of a Company Notice pursuant to Section 11.110.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be sent, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Goodrich Petroleum Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, each a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register Note register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 30 Business Days prior to each Purchase Date (the Purchase "Company Notice Date, ") or on or before the 20th 14th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”)be. Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Repurchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interestcontingent interest), if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3b) the name and address of the Paying Agent and the Conversion Agent;
(4c) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5d) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6e) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or Date and the time of book-entry transfer or delivery surrender of such SecuritiesNotes;
(7f) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in Cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock;
(g) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, Section 2.04 and Section 11.32.05;
(8) h) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9i) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, Original Issue Discount and interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;; and
(10j) the CUSIP or ISIN number of the Securities;Notes.
(11k) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in . At the case of a Company Notice pursuant to Section 11.1Company's request and at the Company's expense, the events causing a Fundamental Change and Paying Agent shall give the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper the Company's name; provided, however, that, in all cases, the text of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the timeCompany Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Second Supplemental Indenture (Interpublic Group of Companies Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the RegistrarHolders, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 11.01(a)(iv), and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 10.01 or 11.2Section 10.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this First Supplemental Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7viii) the procedures the Holder must follow under Sections 11.1 10.01 or 11.210.02, as applicable, and Section 11.310.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the SecuritiesNotes;
(11xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xii) in the case of a Company Notice pursuant to Section 11.110.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Goodrich Petroleum Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (Holders, the Trustee, the Paying Agent and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be Change (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price;
(ii) if conversion is permitted under Section 12.01(a)(iii), excluding accrued and unpaid interest, and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable11.01;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, Date or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, Section 11.01 and Section 11.311.02;
(8) briefly, ix) the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xiii) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing At the Company’s request, made at least five Business Days prior to the date upon which such Company Noticenotice is to be mailed, and at the Company’s expense, the Company will publish a notice containing Paying Agent shall give the information in such Company Notice in a newspaper the Company’s name; provided, however, that, in all cases, the text of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the timeCompany Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to Holders, beneficial owners of the Securities as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 9.01(a)(iv), and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 8.01 or 11.2Section 8.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this First Supplemental Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 8.01 or 11.28.02, as applicable, and Section 11.38.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest and Additional Interest), if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the Securities;
(11xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xii) in the case of a Company Notice pursuant to Section 11.18.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Flotek Industries Inc/Cn/)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register Note register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest)interest, if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3b) the name and address of the Paying Agent and the Conversion Agent;
(4c) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5d) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6e) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7f) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in Cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock;
(g) the procedures the Holder must follow under Sections 11.1 2.03 or 11.22.04, as applicable, and Section 11.32.05;
(8) h) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9i) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10j) the CUSIP or ISIN number of the Securities;Notes; and
(11k) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The the City of New York or publish such information on its then existing website Web site or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Second Supplemental Indenture (Interpublic Group of Companies, Inc.)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a ““ Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.211.2 , as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;
(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.
Appears in 1 contract
Samples: Indenture (Trinity Industries Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register Note register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest)interest, if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3b) the name and address of the Paying Agent and the Conversion Agent;
(4c) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5d) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6e) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7f) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in Cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock;
(g) the procedures the Holder must follow under Sections 11.1 2.03 or 11.22.04, as applicable, and Section 11.32.05;
(8) h) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9i) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10j) the CUSIP or ISIN number of the Securities;Notes; and
(11k) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website Web site or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Interpublic Group of Companies, Inc.)
Notice of Purchase Date or Fundamental Change. The Company Issuer shall send notices (each, a an “Company Issuer Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Security Register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a an “Company Issuer Notice Date”). Each Company Issuer Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest)interest, if any, that will be payable with respect to the Securities 2024 Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(c) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(d) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3e) the name and address of the Paying Agent and the Conversion Agent;
(4f) that Securities 2024 Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5g) that Securities 2024 Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Seventeenth Supplemental Indenture;
(6h) that the Purchase Price or Fundamental Change Purchase Price for any Securities 2024 Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities2024 Notes;
(7i) the procedures the Holder must follow under Sections 11.1 Article III or 11.2Article IV hereof, as applicable, and Section 11.3Article V hereof;
(8) j) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate2024 Notes;
(9k) that, unless the Company Issuer defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities 2024 Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10l) the CUSIP or ISIN number of the Securities;2024 Notes; and
(11m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously In connection with providing such Company Issuer Notice, the Company Issuer will issue a press release and publish a notice containing the information in such Company Issuer Notice in a newspaper of general circulation in The City of New York or publish such information on its the Issuer’s then existing website Web site or through such other public medium as it the Issuer may use at the time. At the Issuer’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Issuer’s expense, the Paying Agent shall give the Issuer Notice in the Issuer’s name; provided, however, that, in all cases, the text of the Issuer Notice shall be prepared by the Issuer.
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (CMS Energy Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Security Register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “"Company Notice Date”"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent InterestAdditional Amounts, if any), if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(c) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(d) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3e) the name and address of the Paying Agent and the Conversion Agent;
(4f) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5g) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6h) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7i) the procedures the Holder must follow under Sections 11.1 Article IV or 11.2V hereof, as applicable, and Section 11.3Article VI hereof;
(8) j) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9k) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)Additional Amounts, if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10l) the CUSIP or ISIN number of the Securities;Notes; and
(11m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously In connection with providing such Company Notice, the Company will issue a press release and publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its the Company's then existing website Web site or through such other public medium as it the Company may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice to the Holders in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, ;
(ii) Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2, Section 11.02 as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) ix) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Pier 1 Imports Inc/De)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (Holders, the Trustee, the Paying Agent and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 12.01(a)(iv), and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) briefly, ix) the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (Holders, the Trustee, the Paying Agent and to beneficial owners Beneficial Owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or law on or before the 20th twentieth (20th) calendar day after the occurrence of the Fundamental Change, as the case may be Change (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price;
(ii) if conversion is permitted under Section 12.01(a)(iv), excluding accrued and unpaid interest, and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable11.01;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, Notice has been given and not withdrawn shall be paid by the Paying Agent promptly within two (2) Business Days following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or Date and the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.311.01;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, Notice interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the Securities;
(11xi) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xii) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News announcing the occurrence of the fundamental change or publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as at it may use at the time. In addition, the Company will publish such information on the Company’s then existing website. At the Company’s request, made at least five (5) Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Veeco Instruments Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Note Register maintained by the Note Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “"Company Notice Date”"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest)and Additional Amounts, if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2ii) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(iii) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(iv) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3v) the name and address of the Paying Agent and the Conversion Agent;
(4vi) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vii) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6viii) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7ix) the procedures the Holder must follow under Sections 11.1 Article VI or 11.2VII, as applicable, and Section 11.3Article VIII;
(8) x) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9xi) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)and Additional Amounts, if any, will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xii) the CUSIP or ISIN number of the Securities;Notes; and
(11xiii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously In connection with providing such Company Notice, the Company will issue a press release and publish a notice containing the information in such Company Notice in a newspaper of general circulation in The the City of New York or publish such information on its the Company's then existing website or through such other public medium as it the Company may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name to the Holders; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Halliburton Co)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “"Company Notice Date”"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, if any, and Additional Amounts, if any, Conversion Rate Price at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, and Additional Amounts, if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(43) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(54) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(65) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(6) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock;
(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)) and Additional Amounts, if any, will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;; and
(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (HCRC Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the RegistrarHolders, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 11.01(a)(iv), and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 10.01 or 11.2Section 10.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Third Supplemental Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7viii) the procedures the Holder must follow under Sections 11.1 10.01 or 11.210.02, as applicable, and Section 11.310.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue and the Accreted Principal Amount shall cease to accrete on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the SecuritiesNotes;
(11xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xii) in the case of a Company Notice pursuant to Section 11.110.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be sent, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Third Supplemental Indenture (Goodrich Petroleum Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the RegistrarHolders, and delivered to the Trustee and the Paying Agent, not less than 25 22 Business Days prior to the each Purchase Date, or on or before the 20th 10th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”), of the Holders’ purchase right. Each Company Notice shall include a form of Purchase Notice or Fundamental Change Designated Event Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) if applicable, the events causing a Designated Event and whether such Designated Event constitutes a Fundamental Change;
(ii) whether such Designated Event will also constitute a Public Acquirer Change of Control and the conversion rights available to the holders in connection with such Public Acquirer Change of Control, including the period of conversion, if any, and any adjustments to the Applicable Conversion Rate (or Settlement Amount) and related Conversion Obligation;
(iii) the applicable Purchase Price or Fundamental Change Designated Event Purchase Price, excluding accrued as the case may be;
(iv) if conversion is permitted under Section 12.01(a)(iv), the Base Conversion Rate, the Incremental Share Factor and unpaid interest, and any Contingent Interest, Conversion Rate the Daily Share Cap at the time of such notice and any expected adjustments to the Base Conversion Rate and, to and the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateIncremental Share Factor;
(2v) the applicable Purchase Date or Fundamental Change Designated Event Purchase Date Date, as the case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3vi) the name and address of the Paying Agent and the Conversion Agent;
(4vii) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change the Designated Event Purchase Price, as the case may be;
(5viii) that Securities as to which a Purchase Notice or Fundamental Change a Designated Event Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Designated Event Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture;
(6ix) that the Purchase Price or Fundamental Change the Designated Event Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Designated Event Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change the Designated Event Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7x) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9xi) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Designated Event Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Designated Event Purchase Notice, as applicable, interest (including any Contingent Additional Interest), if any) will cease to accrue on and after the Purchase Date or Fundamental Change Designated Event Purchase Date, as applicable;
(10xii) the CUSIP or ISIN number of the Securities;; and
(11xiii) the procedures for withdrawing a Purchase Notice or Fundamental Change a Designated Event Purchase Notice; and
(12) in , as the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Changemay be. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”"COMPANY NOTICE") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 on or before the 23rd Business Days Day prior to the each Purchase Date, or on or before the 20th day within 25 calendar days after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”"COMPANY NOTICE DATE"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, ;
(ii) Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2, Section 11.02 as applicable;
(3iv) the name and address of the Trustee, the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) ix) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), Interest and Liquidated Damages) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (King Pharmaceuticals Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, ;
(ii) Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase DateRate;
(2iii) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5vi) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) ix) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Group 1 Automotive Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register Note register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “"Company Notice Date”"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interestcontingent interest), if any, that will be payable with respect to the Securities Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3b) the name and address of the Paying Agent and the Conversion Agent;
(4c) that Securities Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5d) that Securities Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6e) that the Purchase Price or Fundamental Change Purchase Price for any Securities Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such SecuritiesNotes;
(7f) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in Cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock;
(g) the procedures the Holder must follow under Sections 11.1 2.03 or 11.22.04, as applicable, and Section 11.32.05;
(8) h) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateNotes;
(9i) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), contingent interest) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10j) the CUSIP or ISIN number of the Securities;Notes; and
(11k) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website Web site or through such other public medium as it may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Third Supplemental Indenture (Interpublic Group of Companies Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company NoticeNotice ”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a ““ Company Notice DateDate ”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.211.2 , as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;
(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.
Appears in 1 contract
Samples: Indenture (Trinity Industries Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (Holders, the Trustee, the Paying Agent and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if exchange is permitted under Section 12.01(a)(iv), and any Contingent Interest, Conversion the Exchange Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Exchange Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Exchange Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for exchange only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) briefly, ix) the conversion exchange rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its the Parent’s then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the RegistrarHolders, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 12.01(a)(iv), and any Contingent Interest, the Base Conversion Rate and the Incremental Share Factor at the time of such notice and any expected adjustments to the Base Conversion Rate and, to and the extent known at the time of such notice, the amount of interest Incremental Share Factor;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest and Additional Interest), if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10x) the CUSIP or ISIN number of the Securities;
(11xi) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Goodrich Petroleum Corp)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, each a “"Company Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register CZARS register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 30 Business Days prior to each Purchase Date (the Purchase "Company Notice Date, ") or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”)be. Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Repurchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interestcontingent interest), if any, that will be payable with respect to the Securities CZARS on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3b) the name and address of the Paying Agent and the Conversion Agent;
(4c) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5) that Securities CZARS as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Supplemental Indenture;
(6d) that CZARS must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(e) that the Purchase Price or Fundamental Change Purchase Price for any Securities CZARS as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or Date and the time of book-entry transfer or delivery surrender of such SecuritiesCZARS as described in (d);
(7f) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, Section 2.03 and Section 11.32.04;
(8) g) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateCZARS;
(9h) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities CZARS covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, Original Issue Discount and interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;; and
(10i) the CUSIP or ISIN number of the Securities;CZARS.
(11j) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in . At the case of a Company Notice pursuant to Section 11.1Company's request and at the Company's expense, the events causing a Fundamental Change and Paying Agent shall give the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper the Company's name; provided, however, that, in all cases, the text of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the timeCompany Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company Issuer shall send notices (each, a “Company an "Issuer Notice”") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Security Register maintained by the Security Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th 30th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company an "Issuer Notice Date”"). Each Company Issuer Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice (and any expected adjustments to the Conversion Rate Rate) and, to the extent known at the time of such notice, the amount of interest (including any Contingent InterestAdditional Amounts, if any), if any, that will be payable with respect to the Securities 2023 Notes on the applicable Purchase Date or Fundamental Change Purchase Date;
(2b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change and the date of the Fundamental Change;
(c) the applicable Purchase Date or Fundamental Change Purchase Date and Date;
(d) the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicablepurchase right;
(3e) the name and address of the Paying Agent and the Conversion Agent;
(4f) that Securities 2023 Notes must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5g) that Securities 2023 Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Sixteenth Supplemental Indenture;
(6h) that the Purchase Price or Fundamental Change Purchase Price for any Securities 2023 Notes as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities2023 Notes;
(7i) the procedures the Holder must follow under Sections 11.1 Article III or 11.2Article IV hereof, as applicable, and Section 11.3Article V hereof;
(8) j) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate2023 Notes;
(9k) that, unless the Company Issuer defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities 2023 Notes covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest)Additional Amounts, if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10l) the CUSIP or ISIN number of the Securities;2023 Notes; and
(11m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.Purchase
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to Holders, beneficial owners of the Securities as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and the Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 9.01(a)(iv), and any Contingent Interest, the Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest Rate;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 8.01 or 11.2Section 8.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this First Supplemental Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 8.01 or 11.28.02, as applicable, and Section 11.38.03;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;
(9ix) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest and Additional Interest), if any) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;
(11x) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xi) in the case of a Company Notice pursuant to Section 11.18.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Trustee shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: First Supplemental Indenture (Flotek Industries Inc/Cn/)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”"COMPANY NOTICE") to the Holders (Holders, the Trustee, the Paying Agent and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th calendar day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”"COMPANY NOTICE DATE"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, to be completed by a Holder and shall state:
(1i) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interestas the case may be;
(ii) if conversion is permitted under Section 12.01(a)(iv), and any Contingent Interest, the Base Conversion Rate and the Incremental Share Factor at the time of such notice and any expected adjustments to the Base Conversion Rate and, to and the extent known at the time of such notice, the amount of interest Incremental Share Factor;
(including any Contingent Interest), if any, that will be payable with respect to the Securities on iii) the applicable Purchase Date or Fundamental Change Purchase Date;
(2) , as the applicable Purchase Date or Fundamental Change Purchase Date case may be, and the last date on which a Holder may exercise its repurchase rights under Section 11.1 11.01 or 11.2Section 11.02, as applicable;
(3iv) the name and address of the Paying Agent and the Conversion Agent;
(4v) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or the Fundamental Change Purchase Price, as the case may be;
(5vi) that Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice has been given delivered may be converted surrendered for conversion only if the applicable Purchase Notice or Fundamental Change Purchase Notice Notice, as the case may be, has been withdrawn in accordance with the terms of this Indenture;
(6vii) that the Purchase Price or the Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7viii) the procedures the Holder must follow under Sections 11.1 11.01 or 11.211.02, as applicable, and Section 11.311.03;
(8) briefly, ix) the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9x) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10xi) the CUSIP or ISIN number of the Securities;
(11xii) the procedures for withdrawing a Purchase Notice or a Fundamental Change Purchase Notice, as the case may be; and
(12xiii) in the case of a Company Notice pursuant to Section 11.111.01, the events causing a Fundamental Change and the effective date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its the Company's then existing website or through such other public medium as it may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest and Additional Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest and Additional Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest and Additional Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;
(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Manor Care Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, if any, Conversion Rate Price at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(43) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(54) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(65) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(76) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) 7) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9) 8) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), ) will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(109) the CUSIP or ISIN number of the Securities;; and
(1110) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Manor Care Inc)
Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 20 Business Days prior to the each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:
(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Additional Interest, if any, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Additional Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;
(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2, as applicable;
(3) the name and address of the Paying Agent and the Conversion Agent;
(4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;
(5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;
(6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;
(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;
(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion RateSecurities;
(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Additional Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;
(10) the CUSIP or ISIN number of the Securities;
(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and
(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company’s request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company’s expense, the Paying Agent shall give the Company Notice in the Company’s name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.
Appears in 1 contract
Samples: Indenture (Manor Care Inc)
