Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on or before the 30th day after the occurrence of a Change of Control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall state: (1) the Repurchase Date, (2) the date by which the repurchase right must be exercised, (3) the Repurchase Price, and (4) a description of the procedure which a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. (b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,
Appears in 3 contracts
Samples: Indenture (Onyx Acceptance Corp), Indenture (Onyx Acceptance Corp), Indenture (Onyx Acceptance Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that if payment is to be made in cash, such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; provided further that if the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 2 contracts
Samples: Indenture (Financial Federal Corp), Indenture (Financial Federal Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on On or before the 30th day after Business Day that is 21 Business Days prior to the occurrence of a Change of ControlPut Right Date, the Company or, at the request and expense of the CompanyCompany on or before the Business Day that is 21 Business Days prior to the Put Right Date, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6 of the Indenture, notice (the "Company NoticeNotice of Put Right") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereofherein. The Company shall also deliver a copy of such notice the Company Notice of a repurchase right Put Right to the Trustee and cause a copy Trustee. The Company Notice of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Put Right shall state:
(1a) the Repurchase Put Right Date,
(2b) the date by which the repurchase right must be exercisedPut Right Price,
(3) the Repurchase Price, and
(4c) a description of the procedure which a Holder must follow to exercise a the repurchase right, and the place or places where such Securities, are to be surrendered for payment of the Put Right Price and accrued interest, if any,
(d) that on the Put Right Date the Put Right Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(e) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion,
(f) the place or places that the Put Right Notice (as defined below) shall be delivered, and the form of such Notice, and
(g) the CUSIP number or numbers of such Securities. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities pursuant to this Article Two.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee at any time until 9:00 a.m., New York time, on or before the 30th day after the date of the Company Notice Put Right Date, (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,thereby (a "Put Right Notice"), and (ii) the Securities with respect to which the repurchase right is being exercised. Notwithstanding the delivery of a Put Right Notice by a Holder, such Holder's Securities shall remain convertible into the Company's Common Stock until the principal of such Securities (or portion thereof, as the case may be) shall have been paid or duly provided for. Notwithstanding anything herein to the contrary, any Holder delivering to the Trustee a Put Right Notice shall have the right to withdraw such notice at any time prior to 9:00 a.m., New York time, on the Put Right Date by delivery of a written notice of withdrawal to the Trustee in accordance with Section 2.4. The Trustee shall promptly notify the Company of its receipt of any Put Right Notice or written notice of withdrawal thereof.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Millennium Pharmaceuticals Inc), Third Supplemental Indenture (Millennium Pharmaceuticals Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant Securities, prior to Article Eleven, or on or before the 30th day after the occurrence of a Change of Control, the Company Company, or, at the written request and expense of the CompanyCompany prior to or on the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Securities notice, in the manner provided in Section 1105 a notice (the "Company Notice") 14.2 hereof, of the occurrence of the Change of Control and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the “Company Notice”). The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Right shall state:
(1) the Repurchase Date,;
(2) the date by which the repurchase right Repurchase Right must be exercised,;
(3) the Repurchase PricePrice and accrued and unpaid interest (including any Liquidated Damages), andif any, and whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock;
(4) a description of the procedure which a Holder must follow to exercise a repurchase rightRepurchase Right, and the place or places where such Securities, are to be surrendered for payment of the Repurchase Price and accrued and unpaid interest (including any Liquidated Damages), if any;
(5) that on the Repurchase Date the Repurchase Price and accrued and unpaid interest (including any Liquidated Damages), if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion, and
(7) the place or places where such Securities, together with the Option to Elect Repayment Upon a Change of Control certificate included in Exhibit A annexed hereto are to be delivered for payment of the Repurchase Price and accrued and unpaid interest (including any Liquidated Damages), if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee prior to or on or before the 30th day after the date of the Company Notice Notice:
(i1) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased, ) and a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and
(2) the Securities with respect to which the Repurchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, shares of Common Stock, as provided above, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest (including any Liquidated Damages, if any) to the Repurchase Date payable in cash with respect to the Securities as to which the Repurchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the Interest Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares of Common Stock shall be issued upon repurchase of any Security or Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issued upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) to be so repurchased. Instead of any fractional share of Common Stock which would otherwise be issued on the repurchase of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Closing Price of the Common Stock as of the Trading Day preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15 hereof.
Appears in 2 contracts
Samples: Indenture (Vertex Pharmaceuticals Inc / Ma), Indenture (Vertex Pharmaceuticals Inc / Ma)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day date that is 30 Business Days after the occurrence of a Change of in Control, the Company or, at the request of the Company, the Trustee, shall mail give notice to all Holders in of Outstanding Securities and to the manner provided in Section 1105 a notice Trustee (the "“Company Notice"”) of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Each Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Notice shall state:
(1i) the Repurchase Date,date of such Change in Control and, briefly, the events causing such Change in Control;
(2ii) the date by which the repurchase right Change in Control Purchase Notice (as defined below) must be exercised,delivered;
(3iii) the Repurchase Date;
(iv) the Repurchase Price, and;
(4v) a description of the procedure which that a Holder must follow to exercise a repurchase right;
(vi) the procedures for withdrawing a Change in Control Purchase Notice;
(vii) the place or places where such Securities are to be surrendered for payment of the Repurchase Price or for conversion;
(viii) briefly, the conversion rights of Holders of Securities;
(ix) the Conversion Rate and any adjustments thereto; and
(x) that Holders who want to convert Securities must satisfy the requirements set forth in the Securities. No failure Promptly after giving the Company Notice to the Holders of Outstanding Securities and to the Trustee, the Company shall cause a copy of the Company Notice to give be published in The Wall Street Journal or another daily newspaper of national circulation and will also post such notice on the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesCompany’s website.
(b) [Intentionally Omitted]
(c) To exercise a repurchase right, a Holder shall must deliver to the Trustee or at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York pursuant to Section 9.02, prior to the close of business on or before the 30th day after the date of the Company Notice Repurchase Date, (i) written notice of the Holder's ’s exercise of such rightright (the “Change in Control Purchase Notice”), which notice shall set forth (A) the name of the Holder, (B) the certificate numbers of the Securities with respect to which the repurchase right is being exercised, (C) the principal amount of the Notes Securities to be repurchased (and, if any Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased, which shall be in integral multiples of $1,000) and (D) a statement that an election to exercise the repurchase right is being made thereby,thereby pursuant to the applicable provisions of the Securities and (ii) surrender the Securities subject to the Change in Control Purchase Notice.
(d) On or prior to the Repurchase Date the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03) an amount of money sufficient to pay the Repurchase Price of the Securities that are to be repaid on the Repurchase Date. On the Repurchase Date, the Trustee, a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company) shall repurchase all such Securities validly tendered prior to such date. In the event that a Holder has previously delivered a Change in Control Purchase Notice, but failed to surrender the Security with respect to which such Change in Control Purchase Notice relates, then so long as the Trustee or the Paying Agent holds (or, if the Company is acting as its own Paying Agent, the Company segregates and holds in trust as provided in Section 9.03) money sufficient to pay the Repurchase Price in respect of such Security, then such Security shall cease to be Outstanding for the purposes of this Indenture on the Repurchase Date and all rights of the Holder thereof other than the right to receive the Repurchase Price shall terminate.
(e) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 3.08.
(f) If any Security (or portion thereof) surrendered for repurchase shall not have been repurchased on the Business Day following the Repurchase Date, the Repurchase Price in respect of such Security shall, until paid, bear interest from the Business Day following the Repurchase Date at the rate borne by the Security and such Security shall remain convertible into Common Stock until the Repurchase Price and any such accrued interest shall have been paid or duly provided for.
(g) Any Security that is to be repurchased only in part shall be surrendered to the Trustee or any such Paying Agent (or if the Company is acting as its own Paying Agent, the Company) and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Security so surrendered that was not repurchased.
(h) Any Holder that has delivered a Change in Control Purchase Notice shall have the right to withdraw such notice by delivery of a written notice of withdrawal to the Trustee or any such Paying Agent prior to the close of business on the Repurchase Date. The notice of withdrawal shall state the principal amount and the certificate numbers of the Securities as to which the withdrawal notice relates and the principal amount, if any, that remains subject to the Change in Control Purchase Notice. A Security in respect of which a Holder has exercised its right to require repurchase upon a Change in Control may thereafter be converted into Common Stock only if, and at such time as, such Holder withdraws its Change in Control Purchase Notice in accordance with the preceding sentence.
(i) [Intentionally Omitted]
(j) [Intentionally Omitted]
(k) [Intentionally Omitted]
(l) Notwithstanding anything to the contrary in this Section 11.02, the Company shall not be required to give the Company Notice following the occurrence of a Change in Control if, in the manner, at the time and otherwise in compliance with the requirements set forth herein regarding the Company’s obligation to offer to repurchase the Outstanding Securities following the occurrence of a Change in Control, (A) another Person makes an offer to repurchase the Outstanding Securities by giving a notice containing the information set forth in clauses (i) through (x) of Section 11.02 (a) to the Holders of all Outstanding Securities and to the Trustee, (B) such Person repurchases all Outstanding Securities validly tendered and not withdrawn, and (C) such Person makes all payments with respect thereto. This Section 11.02(l) shall not relieve the Company of any of its obligations under this Indenture or any Security; provided, however, that if another Person makes the offer to repurchase Outstanding Securities as set forth in this Section, the Company shall not be obligated to give the Company Notice.
(m) Absent, and except to the extent of, the Trustee’s receipt of a Company Notice of a Change in Control, the Trustee shall not be under any duty to determine or monitor whether a Change in Control has occurred, from time to time.
Appears in 2 contracts
Samples: Indenture (Transwitch Corp /De), Indenture (Transwitch Corp /De)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding outstanding Notes pursuant to Article ElevenIII, on or before the 30th day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the request of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, Trustee shall mail give to all Holders in the manner provided in Section 1105 a holders of Notes notice (the "Company Notice") of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder holder must follow to exercise a repurchase right. ,
(5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Note designated by the holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Price, the date on which the right to convert the Notes to be repurchased will terminate and the places where such Notes may be surrendered for conversion, and No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee or any paying agent on or before the 30th day after the date of the Company Notice (i) written notice of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the paying agent the Repurchase Price in cash, for payment to the holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the purchase right has been exercised.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate of 5 3/4% per annum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
Appears in 2 contracts
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of Control, the Company or, at the request and expense of the Company, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4) a description of the procedure which instructions a Holder must follow to exercise a repurchase right,
(5) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, and
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article Fourteen are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee or any Paying Agent on or before the 30th 5th day after prior to the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the purchase right has been exercised; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the Holders of the Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate per annum borne by such Security, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee at the office or agency of the Company designated for that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Company Notice) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.10.
Appears in 2 contracts
Samples: Indenture (Interim Services Inc), Indenture (Interim Services Inc)
Notices; Method of Exercising Repurchase Right, Etc. In the event that, pursuant to Section 15.1, the Company shall be required to commence an irrevocable and unconditional offer to purchase the Notes, the following procedures shall apply:
(a) Unless the Company shall have theretofore called for redemption all of the Outstanding outstanding Notes pursuant to Article ElevenIII, on or before the 30th 10th day after the occurrence of a Change of in Control, the Company or, at the request of the Company, the Trustee, shall mail give to all Holders in the manner provided in Section 1105 a written notice (the "Company NoticeCOMPANY NOTICE") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Company Notice shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, and,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right,
(v) that on the Repurchase Date the Repurchase Price will become due and payable upon each such note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Price, the date on which the right to convert the Notes to be repurchased will terminate and the places where such Notes may be surrendered for conversion, and
(vii) the place or places where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee or any Paying Agent on or before the 30th day after the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase is being exercised.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the Paying Agent the Repurchase Price in cash, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Notes as to which the purchase right has been exercised. On the Repurchase Date and upon deposit of the Repurchase Price in cash with the Trustee or Paying Agent, the Trustee or Paying Agent will make payment to the Noteholder on the Repurchase Date in the manner specified pursuant to Section 15.2.
(d) If any Note (or portion thereof) is surrendered for repurchase to be paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate borne by the Notes, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased.
(f) Any Holder that has delivered to the Trustee its written notice exercising its right to require the Company to repurchase its Notes upon a Change in Control shall have the right to withdraw such notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee prior to the close of business on such date. A Note in respect of which a Holder is exercising its option to require repurchase upon a Change in Control may be converted into Common Stock in accordance with Article XIV only if such Holder withdraws its notice in accordance with the preceding sentence.
Appears in 2 contracts
Samples: Indenture (Dura Pharmaceuticals Inc/Ca), Indenture (Dura Pharmaceuticals Inc/Ca)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Securities or unless all of the Outstanding Securities shall have theretofore been converted in accordance with Article ElevenTwelve, on or before the 30th day seventh Business Day after the occurrence of a Change of in Control, the Company or, at the request of the Company, the Trustee, shall mail give to all Holders Holders, in the manner provided in Section 1105 a 106, notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Holder Repurchase Date,
(2) the date and time by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price,
(5) that on the Holder Repurchase Date the Repurchase Price, including any accrued interest and Additional Amounts, shall become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Rate then in effect, the date and time at which the right to convert the principal amount of the Securities to be repurchased shall terminate and the place or places where such Securities may be surrendered for conversion, and
(7) the place or places that the form of certificate required by Section 203 shall be delivered, and the form of such certificate. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee or any Paying Agent prior to the close of business on or before the 30th day after the date of the Company Notice (i) Holder Repurchase Date written notice (the "Holder Repurchase Notice") of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount at Stated Maturity of the Notes Securities to be repurchasedrepurchased (and, if any Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,. Any Holder Repurchase Notice may be withdrawn by the Holder by a written notice of withdrawal delivered to the Trustee or to any other office or agency maintained for that purpose on or prior to the Holder Repurchase Date. The notice of withdrawal shall state the principal amount at Stated Maturity as to which the withdrawal notice relates and the principal amount at Stated Maturity, if any, that remains subject to the original Holder Repurchase Notice. The right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until 12:00 noon on the Holder Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the Paying Agent the Repurchase Price in cash, as provided above, for payment to the Holder on the Holder Repurchase Date. Payment of the Repurchase Price for a Security for which a Holder Repurchase Notice has been delivered and not withdrawn is conditioned upon delivery of the Security to the Trustee or to any other office or agency maintained for that purpose, at any time (whether prior to, on or after the Holder Repurchase Date) after delivery of the Holder Repurchase Notice. Payment of the Repurchase Price for the Security shall be made promptly following the later of the Holder Repurchase Date or the time of delivery of the Security. If the Trustee holds, in accordance with this Indenture, money sufficient to pay the Repurchase Price of the Security on the Holder Repurchase Date, then, on and after the Holder Repurchase Date, the Security shall cease to be outstanding and interest thereon shall cease to accrue, whether or not the Security is delivered to the Trustee or to any other office or agency maintained for that purpose, and all other rights of the Holder shall terminate (other than the right to receive the Repurchase Price upon delivery of the Security).
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Holder Repurchase Date by the Company, the principal amount at Stated Maturity of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Holder Repurchase Date at the rate borne by such Security, and each such Security that is a Convertible Security shall remain convertible into ADSs until the Repurchase Price of such Convertible Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities of the same series, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) All Securities delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Holder Repurchase Notice pursuant to paragraph (b) of this Section) to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 308.
Appears in 2 contracts
Samples: Indenture (Telefonos De Mexico S a De C V), Indenture (Telefonos De Mexico S a De C V)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company Redemption Date shall have theretofore called occurred in connection with the Company's call for redemption of all the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th 15th day after the occurrence of a Change of Control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and
(4) a description of the procedure which a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th 15th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, repurchased and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, in the event the -------- ------- Repurchase Date shall occur prior to the opening of business on an Interest Payment Date and after the close of business on the corresponding Regular Record Date, the interest payable on such Interest Payment Date shall be payable to the Holder of such Securities, or one or more predecessor Securities, registered as such on the relevant Regular Record Date as provided in Article Three and no accrued and unpaid interest shall be payable upon repurchase of such Securities.
(d) If any Security surrendered for repurchase shall not be so paid on the Repurchase Date, the Repurchase Price shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Security.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
Appears in 2 contracts
Samples: Indenture (Bank Plus Corp), Indenture (Bank Plus Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities, are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(v) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered, and if the Security is a Restricted Securities Certificate the place or places that the Surrender Certificate required by Section 14.3(9) shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day prior to the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the purchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 6% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Registrar or Transfer Agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 2 contracts
Samples: Indenture (Cirrus Logic Inc), Indenture (Cirrus Logic Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; PROVIDED that if payment is to be made in cash, such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; PROVIDED FURTHER that if the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 2 contracts
Samples: Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding outstanding Notes pursuant and deposited or set aside an amount of money sufficient to Article Elevenredeem such Notes on the redemption date as set forth in Section 3.2, on or before the 30th tenth (10th) calendar day after following the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) a brief description of the Repurchase Date,Event;
(2) the repurchase date;
(3) the CUSIP number(s) of the Note(s) subject to the repurchase right;
(4) the date by which the repurchase right must be exercised,;
(35) the last date by which the election to require repurchase, if submitted, must be revoked;
(6) the Repurchase PricePrice and the Additional Repurchase Amount, andif any;
(47) a description of the procedure which a Holder holder must follow to exercise a repurchase right; and
(8) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th close of business on the thirty-fifth (35th) day after the date of the Company Notice was mailed (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such rightright in substantially the form attached hereto as Exhibit C (the "Repurchase Notice"), which notice Repurchase Notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note that is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to 1:00 p.m., New York City time on the Repurchase Date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price and Additional Repurchase Amount, if any, in cash for payment to the holder on the repurchase date.
(f) If the Company is unable to repurchase on the repurchase date all of the Notes (or portions thereof) as to which the repurchase right has been properly exercised, the aggregate amount of Notes the Company may repurchase shall be allocated pro rata among each Note (or portion thereof) surrendered for repurchase, based on the principal amount of such Note, in proportion to the aggregate amount of Notes surrendered for repurchase.
(g) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rockford Corp), Indenture (Rockford Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant Securities, prior to Article Eleven, or on or before the 30th day after the occurrence of a Change of Control, the Company Company, or, at the written request and expense of the CompanyCompany prior to or on the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Securities notice, in the manner provided in Section 1105 a notice (the "Company Notice") 15.2 hereof, of the occurrence of the Change of Control and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the “Company Notice”). The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Right shall state:
(1i) the Repurchase Date,;
(2ii) the date by which the repurchase right Repurchase Right must be exercised,;
(3iii) the Repurchase PricePrice and accrued and unpaid interest, andif any, and whether the Repurchase Price shall, at the option of the Company and in accordance with the provisions of this Article 11, be paid by the Company in (x) cash, (y) by delivery of shares of Common Stock or Acquiror Stock or (z) in a combination of cash and delivery of Common Stock or Acquiror Stock, as the case may be, in which case the portion of the Redemption Price that will be paid in cash and the portion that will be paid in shares of Common Stock or Acquiror Stock;
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase rightRepurchase Right, and the place or places where such Securities, are to be surrendered for payment of the Repurchase Price and accrued and unpaid interest, if any;
(v) that on the Repurchase Date the Repurchase Price and accrued and unpaid interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion, and
(vii) the place or places where such Securities, together with the Option to Elect Repayment Upon a Change of Control certificate included in Exhibit A annexed hereto are to be delivered for payment of the Repurchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee prior to or on or before the 30th day after the date of the Company Notice Notice:
(i) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased, ) and a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and, in the event that all or any portion of the Repurchase Price shall be paid with shares of Common Stock or Acquiror Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock or Acquiror Stock, as the case may be, shall be issued, and
(ii) the Securities with respect to which the Repurchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock or Acquiror Stock or the applicable combination thereof, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock or Acquiror Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable in cash with respect to the Securities as to which the Repurchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of interest on the Security, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock or Acquiror Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock or Acquiror Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company or the Acquiring Party, as the case may be, shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock or Acquiror Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares of Common Stock or Acquiror Stock shall be issued upon repurchase of any Security or Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock or Acquiror Stock, the number of full shares which shall be issued upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) to be so repurchased. Instead of any fractional share of Common Stock or Acquiror Stock which would otherwise be issued on the repurchase of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Quoted Price of the Common Stock or Acquiror Stock as of the Trading Day preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock or Acquiror Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15 hereof.
Appears in 2 contracts
Samples: Indenture (Nektar Therapeutics), Indenture (Nektar Therapeutics)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th thirtieth day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the thirtieth day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a SECTION 1.6, notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities, are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(5) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion,
(7) the place or places that the Notice of Election of Holder to Require Repurchase as provided in SECTION 2.2, shall be delivered, and the form of such notice, and
(8) the Cusip number or numbers of such Securities. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this ARTICLE THIRTEEN are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th thirtieth day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the purchase right has been exercised; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate then in effect per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this SECTION 13.3, the current market price of a share of Common Stock is the average of the high and low sales price per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in SECTION 3.9.
Appears in 2 contracts
Samples: Indenture (Etoys Inc), Indenture (Etoys Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest (including Liquidated Damages, if any), if any to the Repurchase Date,
(v) that on the Repurchase Date the Repurchase Price, and accrued interest (including liquidated Damages, if any), if any to the Repurchase Date, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered, and if the Security is a Restricted Securities Certificate the place or places that the Surrender Certificate required by Section 14.3(9) shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ' s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 4% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Registrar or Transfer Agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 2 contracts
Samples: Indenture (Bea Systems Inc), Indenture (Bea Systems Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on On or before the 30th thirtieth (30th) day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the thirtieth (30th) day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.06, notice (the "Company “Repurchase Notice"”) of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall be responsible for preparing such Repurchase Notice and, in the event the Company shall deliver such notice to the Holder, the Company shall also deliver a copy of such notice of a repurchase right Repurchase Notice to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Notice shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which that a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(5) that on the Repurchase Date, the Repurchase Price, and accrued and unpaid interest, if any, not included in the Repurchase Price, will become due and payable upon each such Security designated by the Holder to be repurchased and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(7) the place or places that the notice of election to repurchase shall be delivered, and the form of such notice. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 13 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th thirtieth (30th) day (or such greater period as may be required by applicable law) after the date of the Company Repurchase Notice (i1) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (2) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash for payment to the Holder on the Repurchase Date together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the purchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate then in effect per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Company, which shall dispose of the same as provided in Section 2.13.
Appears in 2 contracts
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes Securities pursuant to Article Eleven11, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 11.5 a notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaCalifornia and the Borough of Manhattan, The City of New York. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and
(4) a description of the procedure which a Holder must follow to exercise a repurchase right. , No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, right which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest whose Stated Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.
(d) If any Security surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Security.
(e) Any Security which is to be repurchased only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
Appears in 2 contracts
Samples: Indenture (Cii Financial Inc), Indenture (Cii Financial Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th day 15th Business Day after the occurrence of a Change of in Control, the Company or, at the request of the Company, the Trustee, shall mail give notice to all Holders in of the manner provided in Section 1105 a notice Securities (the "“Company Notice"”) of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Each Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Notice shall state:
(1i) the Repurchase Date,date of such Change in Control and, briefly, the events causing such Change in Control;
(2ii) the date by which the repurchase right Change in Control Purchase Notice (as defined below) must be exercised,delivered;
(3iii) the Repurchase Date;
(iv) the Repurchase Price, and;
(4v) a description of the procedure which that a Holder must follow to exercise a repurchase right;
(vi) the procedures for withdrawing a Change in Control Purchase Notice;
(vii) the place or places where such Notes are to be surrendered for payment of the Repurchase Price or for conversion;
(viii) briefly, the conversion rights of Holders of Notes;
(ix) the Conversion Price and any adjustments thereto; and
(x) that Holders who want to convert Notes must satisfy the requirements set forth in the Notes and this Agreement. No failure The Company will cause a copy of the Company Notice to give the foregoing notices be published in The Wall Street Journal or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity another daily newspaper of the proceedings for the repurchase of Notesnational circulation.
(b) To exercise a repurchase right, a Holder shall must deliver to the Trustee Company at an office maintained for such purpose in the Borough of Manhattan, The City of New York, prior to 5:00 p.m. New York City Time on or before the 30th day after the date of the Company Notice (i) Repurchase Date written notice of the Holder's ’s exercise of such rightright (the “Change in Control Purchase Notice”), which notice shall set forth (i) the name of the Holder, (ii) the certificate numbers of the Notes with respect to which the repurchase right is being exercised, (iii) the principal amount of the Notes to be repurchased (and, if any Note is to be repurchased in part, the portion of the principal amount thereof to be repurchased, which shall be an integral multiples of $1,000) and (iv) a statement that an election to exercise the repurchase right is being made thereby,thereby pursuant to the applicable provisions of the Notes.
(c) On or prior to the Repurchase Date, the Company shall segregate and hold in trust an amount of money sufficient to pay the Repurchase Price of the Notes that are to be repaid on the Repurchase Date. On the Repurchase Date, the Company shall repurchase all such Notes validly tendered prior to such date. In the event that a Holder has previously delivered a Change in Control Purchase Notice, but failed to tender the Note with respect to which such Change in Control Purchase Notice relates, then so long as the Company holds money sufficient to pay the Repurchase Price in respect thereof such Note shall cease to be an Outstanding Note for the purposes of this Agreement and all rights of the Holder thereof, other than the right to receive the Repurchase Price together with any accrued interest thereon, shall terminate.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the Repurchase Price in respect of such Note shall, until paid, bear interest from the Repurchase Date at the rate borne by the Note and such Note shall remain convertible into Common Stock until the Repurchase Price and any such accrued interest shall have been paid or duly provided for.
(e) Any Note that is to be repurchased only in part shall be surrendered to the Company, which shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased.
(f) Any Holder that has delivered a Change in Control Purchase Notice shall have the right to withdraw such notice at any time prior to 5:00 p.m. New York City time on the Repurchase Date by delivery of a written notice of withdrawal to the Company prior to the close of business on the Repurchase Date. The notice of withdrawal shall state the principal amount and the certificate numbers of the Notes as to which the withdrawal notice relates and the principal amount, if any, that remains subject to the notice of exercise of a repurchase right. A Note in respect of which a Holder has exercised its option to require repurchase upon a Change in Control may thereafter be converted into Common Stock only if such Holder withdraws its Change in Control Purchase Notice in accordance with the preceding sentence.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wilson Holdings, Inc.), Securities Purchase Agreement (Wilson Holdings, Inc.)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method -81- of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; PROVIDED that if payment is to be made in cash, such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; PROVIDED FURTHER that if the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be issued as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the "current market price" of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the -83- holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 2 contracts
Samples: Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless Within 20 days following any Fundamental Change, the Company shall have theretofore called for redemption all the Outstanding Notes pursuant mail a notice to Article Eleven, on or before the 30th day after the occurrence of each Holder (with a Change of Control, the Company or, at the request of the Company, copy to the Trustee, shall mail to all Holders in ) describing the manner provided in Section 1105 a notice (transaction or transactions that constitute the "Company Notice") of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall statestating:
(1i) the Repurchase Date,, which shall be a date specified by the Company that is not less than 20 nor more than 35 Business Days from the date such notice is mailed (the "REPURCHASE DATE");
(2ii) the date time by which the repurchase right must be exercised,, which shall be the close of business on the Repurchase Date;
(3iii) the Repurchase Price, and;
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where, or procedures by which, such Notes are to be surrendered for payment of the Repurchase Price;
(v) that on the Repurchase Date the Repurchase Price, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(vi) the Conversion Rate then in effect, the date on which the right to convert the Notes to be repurchased will terminate (which shall be the close of business on the Business Day immediately preceding the Repurchase Date) and the place or places where, or procedures by which, such Notes may be surrendered for conversion;
(vii) the place or places that the Note with the "Option of Holder to Purchase" as specified on the reverse of the Note shall be delivered;
(viii) that any Note not tendered shall continue to accrue interest;
(ix) that Holders shall be entitled to withdraw their election if the Paying Agent receives, prior to the close of business on the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Original Principal Amount of Notes delivered for purchase, and a written statement that (a) states such Holder is withdrawing its election to have the Notes purchased, (b) if certificated Notes have been issued, states the certificate number of the withdrawn Notes, (c) if the Notes are not certificated, contains such statements as required by the Depositary and (d) states the Original Principal Amount, if any, that remains subject to the repurchase notice; and
(x) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in Original Principal Amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in Original Principal Amount or an integral multiple thereof. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount Original Principal Amount of the Notes to be repurchasedrepurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the Original Principal Amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,thereby and (ii) the Notes with respect to which the repurchase right is being exercised. Holders may withdraw such election at any time prior to the close of business on the Repurchase Date. The right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day prior to the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, on the Repurchase Date, the Company shall accept for payment all Notes or portions thereof properly tendered, deposit with or pay or cause to be paid to the Trustee the Repurchase Price in cash for payment by the Trustee to the Holder on the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Date; and deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate Original Principal Amount of Notes or portions thereof being purchased by the Company.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the Accreted Principal Amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate specified therein, and each Note shall remain convertible into Common Stock until the Accreted Principal Amount of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate Original Principal Amount equal to and in exchange for the unrepurchased portion of the Original Principal Amount of the Note so surrendered; provided that each such new Note shall be in Original Principal Amount of $1,000 or an integral multiple thereof.
(f) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.12.
(g) In connection with any purchase of Notes pursuant to this Section 11.02, the Company will comply with Rule 13e-4 under the Exchange Act to the extent applicable at that time.
(h) No Notes may be purchased by the Company pursuant to this Section 11.02 if the Accreted Principal Amount of the Notes has been accelerated, and such acceleration has not been rescinded on or prior to such date.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th day date that is 30 Business Days after the occurrence of a Change of ControlRepurchase Event, the Company or, at the request of the Company, the Trustee, shall mail give notice to all Holders in of Outstanding Notes and to the manner provided in Section 1105 a notice Trustee (the "Company Notice") of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Each Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Notice shall state:
(1i) the Repurchase Date,date of such Change in Control and, briefly, the events causing such Change in Control;
(2ii) the date by which the repurchase right Change in Control Purchase Notice (as defined below) must be exercised,delivered;
(3iii) the Repurchase Date;
(iv) the Repurchase Price, and;
(4v) a description of the procedure which that a Holder must follow to exercise a repurchase right;
(vi) the procedures for withdrawing a Change in Control Purchase Notice;
(vii) the place or places where such Notes are to be surrendered for payment of the Repurchase Price or for conversion;
(viii) briefly, the conversion rights of Holders of Notes;
(ix) the Conversion Consideration and any adjustments thereto; and
(x) that Holders who want to convert Notes must satisfy the requirements set forth in the Notes. No failure Promptly after giving the Company Notice to the Holders of Outstanding Notes and to the Trustee, the Company shall cause a copy of the Company Notice to give be published in The Wall Street Journal or another daily newspaper of national circulation and will also post such notice on the foregoing notices or defect therein shall limit any HolderCompany's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Noteswebsite.
(b) [Intentionally Omitted]
(c) To exercise a repurchase right, a Holder shall must deliver to the Trustee or at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York pursuant to Section 9.02, prior to the close of business on or before the 30th day after the date of the Company Notice Repurchase Date, (i) written notice of the Holder's exercise of such rightright (the "Change in Control Purchase Notice"), which notice shall set forth (A) the name of the Holder, (B) the certificate numbers of the Notes with respect to which the repurchase right is being exercised, (C) the principal amount of the Notes to be repurchased (and, if any Note is to be repurchased in part, the portion of the principal amount thereof to be repurchased, which shall be in integral multiples of $1,000) and (D) a statement that an election to exercise the repurchase right is being made thereby,thereby pursuant to the applicable provisions of the Notes and (ii) surrender the Notes subject to the Change in Control Purchase Notice.
(d) On or prior to the Repurchase Date the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03) an amount of money sufficient to pay the Repurchase Price of the Notes that are to be repaid on the Repurchase Date. On the Repurchase Date, the Trustee, a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company) shall repurchase all such Notes validly tendered prior to such date.
(e) In the event that a Holder has previously delivered a Change in Control Purchase Notice, but failed to surrender the Note with respect to which such Change in Control Purchase Notice relates, then so long as the Trustee or the Paying Agent holds (or, if the Company is acting as its own Paying Agent, the Company segregates and holds in trust as provided in Section 9.03) money sufficient to pay the Repurchase Price in respect of such Note, then such Note shall cease to be Outstanding for the purposes of this Indenture on the Repurchase Date and all rights of the Holder thereof other than the right to receive the Repurchase Price shall terminate.
(f) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 3.08.
(g) If any Note (or portion thereof) surrendered for repurchase shall not have been repurchased on the Business Day following the Repurchase Date, the Repurchase Price in respect of such Note shall, until paid, bear interest from the Business Day following the Repurchase Date at the rate borne by the Note and such Note shall remain convertible into Common Stock until the Repurchase Price and any such accrued interest shall have been paid or duly provided for.
(h) Any Note that is to be repurchased only in part shall be surrendered to the Trustee or any such Paying Agent (or if the Company is acting as its own Paying Agent, the Company) and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Note so surrendered that was not repurchased.
(i) Any Holder that has delivered a Change in Control Purchase Notice shall have the right to withdraw such notice by delivery of a written notice of withdrawal to the Trustee or any such Paying Agent prior to the close of business on the Repurchase Date. The notice of withdrawal shall state the principal amount and the certificate numbers of the Notes as to which the withdrawal notice relates and the principal amount, if any, that remains subject to the Change in Control Purchase Notice. A Note in respect of which a Holder has exercised its right to require repurchase upon a Change in Control may thereafter be converted into Common Stock only if, and at such time as, such Holder withdraws its Change in Control Purchase Notice in accordance with the preceding sentence.
(j) Notwithstanding anything to the contrary in this Section 11.02, the Company shall not be required to give the Company Notice following the occurrence of a Change in Control if, in the manner, at the time and otherwise in compliance with the requirements set forth herein regarding the Company's obligation to offer to repurchase the Outstanding Notes following the occurrence of a Change in Control, (A) another Person makes an offer to repurchase the Outstanding Notes by giving a notice containing the information set forth in clauses (i) through (x) of Section 11.02
(a) to the Holders of all Outstanding Notes and to the Trustee, (B) such Person repurchases all Outstanding Notes validly tendered and not withdrawn, and (C) such Person makes all payments with respect thereto. This Section 11.02(j) shall not relieve the Company of any of its obligations under this Indenture or any Note; provided, however, that if another Person makes the offer to repurchase Outstanding Notes as set forth in this Section, the Company shall not be obligated to give the Company Notice.
(k) Absent, and except to the extent of, the Trustee's receipt of a Company Notice of a Change in Control, the Trustee shall not be under any duty to determine or monitor whether a Change in Control has occurred, from time to time.
Appears in 1 contract
Samples: Indenture (Transwitch Corp /De)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Debentures, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlDesignated Event, the Company or, at the request of the Company, the Trustee, shall mail deliver to all Holders in the manner provided in Section 1105 holders of Debentures a notice (the "Company Notice") of the occurrence of the Change of Control Designated Event and of the repurchase right set forth herein arising as a result thereof. The Company Notice shall also deliver a copy of such notice of a repurchase right to contain the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall statefollowing information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the last date by which the election to require repurchase, if submitted, may be revoked,
(4) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(45) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Debentures to be repurchased will terminate and the place or places where Debentures may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesDebentures. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee Company on or before the 30th day after close of business on the second Business Day preceding the repurchase date of the Company Notice (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes Debentures to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Company prior to the close of business on the second Business Day prior to the repurchase date.
(c) In the event the repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to such holder the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the holder on the repurchase date or, if shares of Common Stock are to be issued, as promptly after the repurchase date as practicable.
(d) If the Company fails to repurchase on the repurchase date any Debentures (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Debentures shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Debenture and each such Debenture shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 14.2(b)) until the principal of such Debenture shall have been paid or duly provided for.
(e) Any Debenture which is to be repurchased only in part shall be surrendered to the Company (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Company duly executed by the holder thereof or its attorney duly authorized in writing) and the Company shall execute and deliver to the holder of such Debenture without service charge a new Debenture or Debentures, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Debenture so surrendered.
(f) On or prior to the repurchase date, the Company shall deliver to the holder an amount of money sufficient to pay the Repurchase Price of the Debentures that are to be repaid on the repurchase date, provided that if such payment is made on the repurchase date it must be received by the holder on such date.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Debenture declared prior to the repurchase date.
(h) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon repurchase of Debentures. If more than one Debenture shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issued upon repurchase shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so repurchased. If any fractional share of stock otherwise would be issuable upon repurchase of any Debenture or Debentures, the Company shall make an adjustment therefor in cash at the current market value thereof to the holder of Debentures. For these purposes, the current market value of a share of Common Stock shall be the Closing Price on the first Trading Day immediately preceding the repurchase date and such Closing Price shall be determined as provided in Section 13.5(g).
(i) The issue of stock certificates on repurchase of Debentures shall be made without charge to the holder of Debentures being repurchased for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the holder of any Debenture repurchased, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
Appears in 1 contract
Samples: Indenture (Sonicblue Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenDebentures, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRisk Event, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control Risk Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. PaulThe City of New York, Xxnnesota and Los Angeles, CaliforniaNew York. Each notice of a repurchase right shall state:
(1a) the Repurchase Date,
(2b) the date by which the repurchase right must be exercised,
(3c) the Repurchase Price, and,
(4d) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(e) the conversion price then in effect, the date on which the right to convert the principal amount of the Debentures to be repurchased will terminate and the place or places where such Debentures may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesDebentures. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after close of business on the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Debentures to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Debentures with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable, except that the right of the Holder to convert the Debentures with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the Holder on the Repurchase Date; PROVIDED, HOWEVER, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Debentures, or one or more predecessor Debentures, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article 3.
(4) If any Debenture surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Debenture and each Debenture shall remain convertible into Common Stock until the principal of such Debenture shall have been paid or duly provided for.
(5) Any Debenture which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debenture without service charge, a new Debenture or Debentures, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Debenture so surrendered.
(6) Prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Repurchase Price of the Debentures that are to be repaid on the Repurchase Date.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and (6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that if payment is to be made in cash, such cash -------- payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; provided further that if the Repurchase Price is to be paid in -------- ------- shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant then outstanding, prior to Article Eleven, or on or before the 30th day after the occurrence of a Triggering Change of Control, the Company Company, or, at the written request and expense of the CompanyCompany prior to or on the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Notes notice, in the manner provided in Section 1105 a notice (the "Company Notice") 11.02 hereof, of the occurrence of the Triggering Change of Control and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the "Company Notice"). The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Right shall state:
(1) the Repurchase Date,;
(2) the date by which the repurchase right Repurchase Right must be exercised,;
(3) the Repurchase PricePrice and the amount of accrued and unpaid interest, andif any;
(4) that on the Repurchase Date the Repurchase Price, accrued and unpaid interest and Liquidated Damages, if any, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(5) that any Holder electing to have any Note or portion thereof purchased pursuant to its Repurchase Right will be required to surrender such Note, together with the form entitled "Notice of Exercise of Repurchase Right" on the reverse side of such Note completed, to, in the case of Book-Entry Interests in a description Global Note, the Trustee and, in the case, of Definitive Notes, the Trustee, in each case, at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Repurchase Date;
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the procedure which Notes to be repurchased will terminate and the place where such Notes may be surrendered for conversion; and
(7) the place or places where such Notes, together with the Option to Elect Repayment Upon a Holder must follow Triggering Change of Control certificate annexed to exercise a repurchase rightthe each Note are to be delivered for payment of the Repurchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article 4 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee prior to the close of business on or before the 30th day after third Business Day immediately preceding the date of the Company Notice Repurchase Date:
(i1) written notice of the Holder's exercise of such rightRepurchase Right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased, ) and a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and
(2) the Notes with respect to which the Repurchase Right is being exercised. Such written notice shall be irrevocable if not withdrawn prior to the close of business on the third Business Day prior to the Repurchase Date by delivery to the Trustee of a notice of withdrawal, except that the right of the Holder to convert the Notes with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date. The Company shall not pay accrued and unpaid interest on any such Notes so converted.
(c) In the event a Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash for payment to the Holder on the Repurchase Date, together with Liquidated Damages, if any, and accrued and unpaid interest to the Repurchase Date payable in cash with respect to the Notes as to which the Repurchase Right has been exercised; PROVIDED, HOWEVER, that installments of interest that mature prior to or on the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant record date.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the then applicable interest rate on the Notes, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(f) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.11 hereof.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Securities, on or before the 30th thirtieth (30th) calendar day after the Company becomes aware of the occurrence of a Change of ControlDesignated Event, the Company or, at the request and expense of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control Designated Event and of the repurchase right Repurchase Right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right Repurchase Right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right Repurchase Right must be exercised,
(3) the last date by which the election to require repurchase, if submitted, may be revoked,
(4) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(45) a description of the procedure which a Holder must follow to exercise a repurchase rightRepurchase Right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee on or before the 30th day after close of business on the second Business Day preceding the repurchase date of the Company Notice (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the Repurchase Right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a Holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the second Business Day prior to the repurchase date.
(c) In the event the Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the repurchase date or, if shares of Common Stock are to be issued, as promptly after the repurchase date as practicable.
(d) If the Company fails to repurchase on the repurchase date any Securities (or portions thereof) as to which the Repurchase Right has been properly exercised, then the principal of such Securities shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Securities and each such Security shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 11.2(b)) until the principal of such Security shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) One Business Day prior to the repurchase date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) an amount of money sufficient to pay the Repurchase Price of the Securities that are to be repaid on the repurchase date.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(h) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issued upon repurchase shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so repurchased. If any fractional share of stock otherwise would be issuable upon repurchase of any Security or Securities, the Company shall make an adjustment therefor in cash at the current market value thereof to the Holder of Securities. For these purposes, the current market value of a share of Common Stock shall be the Quoted Price on the first trading day immediately preceding the repurchase date.
(i) The issue of stock certificates on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder of any Security repurchased, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that if payment is to be made in cash, such cash -------- payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; provided further that if the Repurchase Price is to be paid in -------- ------- shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Samples: Indenture (E Trade Group Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes outstanding Securities pursuant to Article Eleven11, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 11.5 a notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaCalifornia and the Borough of Manhattan, The City of New York. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(5) the conversion price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. In addition, at least two Trading Days preceding the Repurchase Date, the Company shall cause to be published, in a newspaper of general circulation in Los Angeles, California and the Borough of Manhattan, The City of New York, a notice specifying whether the Repurchase Price will be payable in cash or in shares of Common Stock. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable, except that the right of the holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash or shares of Common Stock, as provided above, to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest whose Stated -------- ------- Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.
(d) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the Holder or Holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock -------- ------- transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the recordholder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon conversion of any Security.
(e) No fractions of shares or scrip representing fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company shall make payment in lieu thereof in an amount of United States dollars equal to the value of such fraction computed on the basis of the Closing Price of the Common Stock on the last Trading Day prior to the Repurchase Date.
(f) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Securities represented thereby; provided, however, that -------- ------- the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issue or delivery shall be made unless and until the Person requesting such issue or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(g) If any shares of Common Stock to be issued upon repurchase of Securities hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon repurchase, the Company covenants that it will in good faith and as expeditiously as Possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section -------- ------- shall be deemed to affect in any way the obligations of the Company to repurchase Securities as provided in this Article and if such registration is not completed or does not become effective or such approval is not obtained prior to the Repurchase Date, the Repurchase Price shall be paid in cash.
(h) The Company covenants that all shares of Common Stock which may be issued upon repurchase of Securities will upon issue be duly and validly issued and fully paid and non-assessable.
(i) If any Security surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Security and such Security shall remain convertible into Common Stock until the principal of such Security shall have been paid or duly provided for.
(j) Any Security which is to be repurchased only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on or before the 30th day after the occurrence of a Change of Control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and
(4) a description of the procedure which a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash, as provided above, to the Holder on 66 72 the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised.
(d) If any Note surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Note.
(e) Any Note which is to be repurchased only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
Appears in 1 contract
Samples: Indenture (Onyx Acceptance Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on or before the 30th day after the occurrence of a Within ten days following any Change of Control, the Company or, at the request of the Company, shall mail a notice to each Holder (with a copy to the Trustee, shall mail to all Holders in ) describing the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of transaction or transactions that constitute the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall statestating:
(1i) the Repurchase Date,, which shall not exceed 30 Business Days from the date such notice is mailed (the "Repurchase Date");
(2ii) the date by which the repurchase right must be exercised,;
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock;
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where, or procedures by which, such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any to the Repurchase Date;
(v) that on the Repurchase Date the Repurchase Price, and accrued interest, if any to the Repurchase Date, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where, or procedures by which, such Notes may be surrendered for conversion;
(vii) the place or places that the Note with the "Option of Holder to Purchase" as specified on the reverse of the Note shall be delivered;
(viii) that any Note not tendered shall continue to accrue interest;
(ix) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Repurchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(x) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after date specified in the date of the Company Notice repurchase notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised. The right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day prior to the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, on the Repurchase Date, the Company shall accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, deposit with or pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment by the Trustee to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Date; and deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.
(4) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate specified therein, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and mail (or cause to be transferred by book entry) to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered; provided that each such new Note shall be in principal amount of $1,000 or an integral multiple thereof.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share or round up the number of shares of Common Stock issuable upon conversion to the nearest whole share). The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Notes represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.12.
(10) The provisions described above that require the Company to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions in this Indenture are applicable. Notwithstanding any other provision of this Article 11, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. UPON CHANGE OF CONTROL
(a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before within 30 days after the 30th day after Company becomes aware of the occurrence of a Change of Control, the Company Company, or, at the written request and expense of the CompanyCompany within 30 days after the Company becomes aware of such occurrence, the Trustee, shall mail give to all Holders of Notes notice, in the manner provided in Section 1105 a notice (the "Company Notice") 13.2 hereof, of the occurrence of the Change of Control and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the “Company Notice”). The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Right shall state:
(1) the Repurchase Date,;
(2) the date by which the repurchase right Repurchase Right must be exercised,;
(3) the Repurchase PricePrice and accrued and unpaid interest, andif any;
(4) a description of the procedure which a Holder must follow to exercise a repurchase rightRepurchase Right, and the place or places where such Notes are to be surrendered for payment of the Repurchase Price, accrued and unpaid interest and Additional Interest, if any;
(5) that on the Repurchase Date the Repurchase Price, accrued and unpaid interest and Additional Interest, if any, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(6) the Conversion Price then in effect, the date on which the right to convert the principal of the Notes will terminate and that accrued and unpaid interest on the Notes is forfeited upon any conversion after October 31, 2008;
(7) that a Make-Whole Premium is required to be paid upon any conversion in connection with a Change of Control;
(8) the amount of the Notes to be repurchased will terminate and the place where such Notes may be surrendered for conversion, and
(9) the place or places where such Notes, together with the Option to Elect Repayment Upon a Change of Control certificate included in Exhibit A annexed hereto are to be delivered for payment of the Repurchase Price and accrued and unpaid interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee prior to or on or before the 30th first day after prior to the date of the Company Notice Repurchase Date:
(i1) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased, ) and a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and
(2) the Notes with respect to which the Repurchase Right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date. The Company shall not pay accrued and unpaid interest on any Notes so converted except as provided in Section 12.2.
(c) In the event a Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash as provided above, for payment to the Holder on the Repurchase Date, together with Additional Interest, if any, and accrued and unpaid interest to the Repurchase Date payable in cash with respect to the Notes as to which the Repurchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to their terms and the provisions of Section 2.1 hereof.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the interest rate, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(f) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15 hereof.
Appears in 1 contract
Samples: Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereofthereof and the Company shall issue a Press Release including the information required to be included in such Company Notice hereunder. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Company Notice shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which that a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest (including Liquidated Damages, if any), if any to the Repurchase Date,
(v) that on the Repurchase Date the Repurchase Price, and accrued interest (including Liquidated Damages, if any), if any to the Repurchase Date, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered, and if the Security is a Restricted Securities Certificate the place or places that the Surrender Certificate required by Section 14.3(9) shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ' s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, on the date that is 45 days after the date of the Company's Notice, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 5.75% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares that shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock that would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty that may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Security Registrar or transfer agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Abx Air Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of Control, the Company or, at the request and expense of the Company, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice"') of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4) a description of the procedure which instructions a Holder must follow to exercise a repurchase right,
(5) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, and
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article Fourteen are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee or any Paying Agent on or before the 30th 5th day after prior to the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the purchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, to the Holders of the Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate per annum borne by such Security, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee at the office or agency of the Company designated for that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share shall be determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Company Notice) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.10.
Appears in 1 contract
Samples: Indenture (Uromed Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") as prepared by the Company of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Trustee.
(b) Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, and,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(v) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate, and the place or places where such Notes may be surrendered for conversion or repurchase. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(bc) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be executed by the Holder and shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the fifth Business Day preceding the Repurchase Date.
(d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash as provided above, to the Holder on the Repurchase Date or as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article Three.
(e) If any Note surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of [insert Note Rate] _____% and each Note shall then remain convertible into Common Stock until the principal of such Note shall have been paid or duly provided for.
(f) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed 84 shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(h) No fractional shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 14.2, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (x) income of the Holder or (y) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established to the satisfaction of the Company, that such tax or duty has been paid.
(j) All Notes delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Company Notice) to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities and to the Trustee, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereofthereof and the Company shall issue a Press Release including the information required to be included in such Company Notice hereunder. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Company Notice shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which that a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest (including Liquidated Damages, if any)
(v) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon will cease to accrue on and after such date,
(vi) the Conversion Rate then in effect, whether the conversion rights are then exercisable, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date, or if shares of Common Stock are to be paid, on the date that is not more than 45 days after the date of the Company Notice.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 0.50% per annum, and each such Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed 95 shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares that shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock that would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the Current Market Price of a full share by the fraction, and rounding the result to the nearest U.S. $0.
01. For purposes of this Section, the Current Market Price of a share of Common Stock is the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty that may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Registrar or Transfer Agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
(11) The Company will comply with the Exchange Act and the rules and regulations promulgated under the Exchange Act, to the extent applicable, in connection with the Company Notice.
Appears in 1 contract
Samples: Indenture (Solectron Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on On or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereofthereof and the Company shall issue a Press Release including the information required to be included in such Company Notice hereunder. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Company Notice shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase PricePrice and Liquidated Damages, andif any, and whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and Liquidated Damages, if any,
(v) that on the Repurchase Date the Repurchase Price and Liquidated Damages, if any, will become due and payable upon each such Security designated by the Holder to be repurchased,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ' s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid Liquidated Damage, if any, to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Registrar or Transfer Agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Juniper Networks Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of Controlin control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(5) the conversion rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for. -84- 89
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that if payment is to be made in cash, such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; provided further that if the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Samples: Indenture (Sportsline Usa Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption of all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th 15th calendar day after the occurrence of a Change of Control, the Company or, at the request (and expense) of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 of Notes a notice (the "“Company Notice"”) of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase PricePrice for the Notes, and
(4iv) a description of the procedure which a Holder of Notes must follow to exercise a repurchase right. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes.
(b) . If any of the foregoing provisions are inconsistent with applicable law, such law shall govern. To exercise a repurchase right, a Holder of Notes shall deliver to the Company (or an agent designated by the Company for such purpose) and to the Trustee on or before the 30th day after close of business on the date of the Company Notice Repurchase Date (i) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for the transfer to the Company. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date. In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article II of this Indenture. If any Note surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Note until the principal of such Note shall have been paid or duly provided for. Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered. Prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 3.4 of this Indenture) an amount of money sufficient to pay the Repurchase Price of the Notes that are to be repaid on the Repurchase Date.
Appears in 1 contract
Samples: Indenture (Quadramed Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in Cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a) hereof;
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price -92- shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the Repurchase Date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the Repurchase Date.
(c) If the Company fails to repurchase on the Repurchase Date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b) hereof) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4 hereof) the Repurchase Price in Cash for payment to the holder on the Repurchase Date; PROVIDED, that if payment is to be made in Cash, such Cash payment is made on the Repurchase Date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; PROVIDED FURTHER, that if the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be issued as promptly after the Repurchase Date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the -93- opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 16.2, the "current market price" of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8 hereof.
Appears in 1 contract
Samples: Indenture (Ibasis Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in (and the manner provided in Section 1105 Trustee, if applicable) a notice (the "Company Notice") as prepared by the Company of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Trustee.
(b) Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, and,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(v) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate, and the place or places where such Notes may be surrendered for conversion or repurchase. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(bc) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be executed by the Holder and shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the fifth Business Day preceding the Repurchase Date.
(d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash as provided above, to the Holder on the Repurchase Date or as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article Three.
(e) If any Note surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 5 3/4% and each Note shall then remain convertible into Common Stock until the principal of such Note shall have been paid or duly provided for.
(f) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date.
(h) No fractional shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 14.3, the current market price of a share of Common Stock is the Closing Price per share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (x) income of the Holder or (y) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established to the satisfaction of the Company, that such tax or duty has been paid.
(j) All Notes delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Company Notice) to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of ControlFundamental Change, the Company or, at the request in a Company Order and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "“Fundamental Change Company Notice"”) of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Fundamental Change Company Notice to the Trustee and cause a copy of Trustee. If such notice of a repurchase right is to be published given by the Trustee, the Company shall deliver, on or before the fifth day after such occurrence, a Company Order requesting the Trustee to give such notice and setting forth all the information to be included in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, Californiasuch notice including the information set forth below. Each notice of a repurchase right Fundamental Change Company Notice shall state:
(1i) the Fundamental Change Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Fundamental Change Repurchase Price, and,
(4iv) a description of the procedure which that a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Fundamental Change Repurchase Price and accrued interest, if any (including Additional Interest, if any), to the Fundamental Change Repurchase Date,
(v) that on the Fundamental Change Repurchase Date the Fundamental Change Repurchase Price, and accrued interest, if any (including Additional Interest, if any), to, but excluding, the Fundamental Change Repurchase Date will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the aggregate principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's ’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after close of business on the date of Business Day prior to the Company Notice Fundamental Change Repurchase Date (i) written notice of the Holder's ’s exercise of such right, which notice shall set forth the name of the Holder, the aggregate principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the aggregate principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee before 10:30 a.m. (New York City time) on the Fundamental Change Repurchase Date the Fundamental Change Repurchase Price in cash, as provided above, for payment to the Holder on the Fundamental Change Repurchase Date, together with accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date, payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Fundamental Change Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Fundamental Change Repurchase Date, the aggregate principal amount of such Security (or portion thereof, as the case may be), shall, until paid, bear interest to the extent permitted by applicable law from the Fundamental Change Repurchase Date at the rate of 3-5/8% per annum, and each Security shall remain convertible into cash and Common Stock, if any, until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and upon its actual receipt by a Responsible Officer of a Company Order to such effect, the Trustee shall authenticate and make available for delivery to the Holder of such Security pursuant to such Company Order without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
(7) To the extent that the aggregate amount of cash deposited by the Company pursuant to Section 14.2(3) exceeds the aggregate Fundamental Change Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Fundamental Change Repurchase Date together with accrued but unpaid interest (including Additional Interest, if any) thereon, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following the Fundamental Change Repurchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon.
(8) When complying with the provisions of Section 14.1 hereof (so long as such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), the Company shall (i) comply in all material respects with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act and (iii) otherwise comply in all material respects with all federal and state securities laws so as to permit the rights and obligations under Section 14.1 to be exercised in the time and in the manner specified in Section 14.1.
Appears in 1 contract
Samples: Indenture (Privatebancorp, Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Elevenoutstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee prior to or promptly after the mailing of such Company Notice and cause a copy of such notice Company Notice, or a summary of a repurchase right the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paulthe Borough of Manhattan, Xxnnesota and Los Angeles, CaliforniaThe City of New York promptly after such mailing. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase rightright including a form of the irrevocable written notice referred to in Section 1402(b), and
(5) the conversion price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices notice or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Securities held by a securities depositary may be delivered in such other manner as may be agreed to by such securities depositary and the Trustee. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the second Trading Day preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash or shares of Common Stock, as provided above, to the Holder on the Repurchase Date (or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as possible) together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article Three.
Appears in 1 contract
Samples: Indenture (Dimon Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlFundamental Change, the Company or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 holders a notice (the "Company Notice") of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each Such notice of a repurchase right shall stateset forth:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(5) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirtieth (30th) day after the date of the Company Notice (i) irrevocable written notice to the Company (or an agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable, and, subject to Section 16.2(c), upon the exercise by the holder of the repurchase right in accordance with this Section 16.2(b), the holder's right to convert the Notes (or portion thereof) as to which the repurchase right has been exercised shall terminate.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) Prior to the repurchase date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) an amount of money sufficient to pay the Repurchase Price of the Notes that are to be repaid on the repurchase date.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on On or before the 30th 10th day after the occurrence of a Change of ControlFundamental Change, the Company or, at the request of the Company, the Trustee, shall mail a notice to all Holders in the manner provided in Section 1105 a notice (and to beneficial owners as required by applicable law) of Series 3 1/4% Notes (the "Company Notice") of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The If the Company gives such notice, the Company shall also deliver a copy of such notice to the Trustee. Each Company Notice shall include the form of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right Fundamental Change Purchase Notice (as defined below) to be published in a newspaper of general circulation in Minneapolis completed by the Holder and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right shall state:
(1) the Repurchase Date,date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
(2) the date by which the repurchase right Fundamental Change Purchase Notice must be exercised,delivered;
(3) the Repurchase Price, andDate;
(4) the Repurchase Price and the Make Whole Premium, if any;
(5) a description of the procedure which a Holder must follow to exercise its repurchase right under this Section 2.03;
(6) the procedures for withdrawing a repurchase rightFundamental Change Purchase Notice by a Holder, including a form of notice of withdrawal;
(7) the place or places where such Series 3 1/4% Notes are to be surrendered for payment of the Repurchase Price and the Make Whole Premium, if any;
(8) briefly, the conversion rights of Holders of Series 3 1/4% Notes;
(9) the Conversion Rate and any adjustments thereto, the date on which the right to convert the Series 3 1/4% Notes will terminate and the places where such Series 3 1/4% Notes may be surrendered for conversion; and
(10) that Holders who want to convert Series 3 1/4% Notes must satisfy the requirements set forth in the Series 3 1/4% Notes in order to convert the Series 3 1/4% Notes. No failure of the Company to give the foregoing notices notice or defect therein shall limit any Holder's right to exercise a its repurchase right or affect the validity of the proceedings for the repurchase of Series 3 1/4% Notes.
(b) To exercise a its repurchase right, a Holder shall deliver to the Trustee Paying Agent or an office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, prior to the close of business on or before the 30th day after the date of the Company Notice (i) Repurchase Date written notice of the Holder's exercise of such rightright (the "Fundamental Change Purchase Notice"), which notice shall set forth (i) the name of the Holder, (ii) the principal amount of the Series 3 1/4% Notes to be repurchasedrepurchased (and, if any Series 3 1/4% Note is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered), (iii) a statement that an election to exercise the repurchase right is being made thereby,thereby pursuant to the applicable provisions of the Series 3 1/4% Notes, and (iv) the certificate numbers of the Series 3 1/4% Notes with respect to which the repurchase right is being exercised.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Paying Agent the Repurchase Price in cash, and the Make Whole Premium, if any, for payment to the Holder on the Repurchase Date, payable with respect to the Series 3 1/4% Notes (or portion thereof) as to which the repurchase right has been exercised; provided, however, that such Series 3 1/4% Note for which a repurchase right shall have been exercised has been delivered to the Paying Agent at any time after the notice of exercise of a repurchase right shall have been given. Payment of the Repurchase Price and the Make Whole Premium, if any, for such Series 3 1/4% Note shall be made promptly following the later of the Business Day following the Repurchase Date and time of delivery of the Series 3 1/4% Note. If the Paying Agent holds money, securities or other property sufficient to pay the Repurchase Price and the Make Whole Premium, if any, on the Business Day following the Repurchase Date, then, immediately after the Repurchase Date, such Series 3 1/4% Note shall cease to be outstanding and interest will cease to accrue and will be deemed paid regardless of whether such Series 3 1/4% Note has been delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right of such Holder to receive the Repurchase Price and the Make Whole Premium, if any, upon delivery of such Series 3 1/4% Note).
(d) On or prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3 of the Indenture) an amount of money, securities or other property sufficient to pay the Repurchase Price and the Make Whole Premium, if any, of the Series 3 1/4% Notes which are to be repaid on the Repurchase Date.
(e) If any Series 3 1/4% Note (or portion thereof) surrendered for repurchase shall not be so paid on the Business Day following the Repurchase Date, the principal amount of such Series 3 1/4% Note (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate of 3 1/4% per annum, and each Series 3 1/4% Note shall remain convertible into Common Stock in accordance with Article III herein until the principal of such Series 3 1/4% Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(f) Any Series 3 1/4% Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Series 3 1/4% Note without service charge, a new Series 3 1/4% Note or Series 3 1/4% Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Series 3 1/4% Note so surrendered that was not repurchased.
(g) Any Holder that has delivered to the Trustee a Fundamental Change Purchase Notice shall have the right to withdraw such notice at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent prior to the close of business on such date. The notice of withdrawal shall state the principal amount and the certificate numbers of the Series 3 1/4% Notes as to which the withdrawal notice relates and the principal amount, if any, which remains subject to the notice of exercise of a repurchase right. A Series 3 1/4% Note in respect of which a Holder has exercised its option to require repurchase upon a Fundamental Change may thereafter be converted into Common Stock only if such Holder withdraws its notice in accordance with the preceding sentence.
Appears in 1 contract
Samples: Third Supplemental Indenture (Sirius Satellite Radio Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in (and the manner provided in Section 1105 Trustee, if applicable) a notice (the "Company Notice") as prepared by the Company of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Trustee.
(b) Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, and,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(v) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate, and the place or places where such Notes may be surrendered for conversion or repurchase. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(bc) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be executed by the Holder and shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the fifth Business Day preceding the Repurchase Date.
(d) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash as provided above, to the Holder on the Repurchase Date or as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article Three.
(e) If any Note surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of _____% and each Note shall then remain convertible into Common Stock until the principal of such Note shall have been paid or duly provided for.
(f) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date.
(h) No fractional shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section 14.3, the current market price of a share of Common Stock is the Closing Price per share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(i) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (x) income of the Holder or (y) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established to the satisfaction of the Company, that such tax or duty has been paid.
(j) All Notes delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Company Notice) to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Elevenoutstanding Securities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") as prepared by the Company of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis The Borough of Manhattan, The City of New York and St. Paulthe County of Suffolk, Xxnnesota and Los AngelesThe City of Boston, CaliforniaMassachusetts. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(5) the conversion price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion or repurchase. In addition, at least two Business Days preceding the Repurchase Date, the Company shall cause to be published, in a newspaper of general circulation in The Borough of Manhattan, The City of New York, and the County of Suffolk, The City of Boston, Massachusetts a notice specifying whether the Repurchase Price will be payable in cash. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be executed by the Holder and shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the second Trading Day preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash as provided above, to the Holder on the Repurchase Date as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article 3.
(d) If any Security surrendered for repurchase shall not be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Security and each Security shall remain convertible into Common Stock until the principal of such Security shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
Appears in 1 contract
Samples: Indenture (Analog Devices Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) [intentionally omitted]
(b) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th tenth (10th) calendar day after the occurrence of a Change of ControlFundamental Change, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee and cause a copy of such notice Company Notice, or a summary of a repurchase right the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Date,repurchase date;
(2) the date by which the repurchase right must be exercised,;
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) that the Repurchase Price shall be payable in cash;
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right;
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion; and
(7) the CUSIP numbers of the Notes. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(bc) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th twenty-fifth (25th) calendar day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,thereby and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(d) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(f) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date.
(g) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Samples: Indenture (Sepracor Inc /De/)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant Securities, prior to Article Eleven, or on or before the 30th day after the occurrence of a Change of ControlDesignated Event, the Company Company, or, at the written request and expense of the CompanyCompany prior to or on the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Securities notice, in the manner provided in Section 1105 a notice (the "Company Notice") 14.2, of the occurrence of the Change of Control Designated Event and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the "Company Notice"). The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Repurchase Right shall state:
(1) the Repurchase Date,;
(2) the date by which the repurchase right Repurchase Right must be exercised,;
(3) the Repurchase PricePrice and accrued and unpaid interest (including Additional Amounts, andif any), if any;
(4) whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock;
(5) a description of the procedure which a Holder must follow to exercise its Repurchase Right, and the place or places where such Securities, are to be surrendered for payment of the Repurchase Price and accrued and unpaid interest, if any;
(6) that on the Repurchase Date the Repurchase Price and accrued and unpaid interest, if any, will become due and payable in cash upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(7) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion;
(8) the place or places where such Securities, together with the Option to Elect Repayment Upon a repurchase rightChange of Control certificate included in Exhibit A annexed hereto are to be delivered for payment ---------- of the Repurchase Price and accrued and unpaid interest, if any; and
(9) the CUSIP number of the Securities. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightits Repurchase Right, a Holder shall deliver to the Trustee prior to or on or before the 30th day after close of business on the date of the Company Notice Repurchase Date:
(i1) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased, ) and a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued; and
(2) the Securities with respect to which the Repurchase Right is being exercised. The right of the Holder to convert the Securities with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date provided that the Holder delivers notice to the Paying Agent prior to the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable in cash with respect to the Securities as to which the Repurchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the Interest Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any stock certificate or stock certificates representing shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the stock certificate or stock certificates representing such shares are to be issued as the holder or holders of record of the shares represented thereby for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares of Common Stock shall be issued upon repurchase of any Security or Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issued upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) to be so repurchased. Instead of any fractional share of Common Stock which would otherwise be issued on the repurchase of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction (calculated to the nearest one-100th of a share) in an amount equal to the same fraction of the Trading Price of the Common Stock as of the Trading Day preceding the Repurchase Date.
(h) Any issuance and delivery of stock certificates representing shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such stock certificates or for any tax or duty in respect of the issuance or delivery of such stock certificates or the Securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of stock certificates representing shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company Issuer shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of ControlFundamental Change, the Company Issuer or, at the request and expense of the CompanyIssuer, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Issuer Notice") of the occurrence of the Fundamental Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company Issuer shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities maturing after the Repurchase Date, are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(5) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion. So long as the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock Exchange shall require, on or before the 30th day after the occurrence of a Fundamental Change, the Issuer or, at the request of the Issuer, the Paying Agent in Luxembourg, will provide notice of such Fundamental Change by publishing such notice in a Authorized Newspaper in Luxembourg, or, if not practicable in Luxembourg, elsewhere in a Western European city. No failure of the Company Issuer to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee or any Paying Agent on or before the 30th day after the date of the Company Issuer Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes 116 125 Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day prior to the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Issuer shall pay or cause to be paid to the Trustee or the Paying Agent the Repurchase Price in cash, as provided above, for payment to the Holder on the Repurchase Date together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which their purchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash, in the case of Securities, to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 3.25% per annum from May 28, 1997 to June 1, 2000 and thereafter at a rate of 8.25% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) All securities delivered for repurchase shall be delivered to the Trustee, the Paying Agent or any other agents (as shall be set forth in the Issuer Notice) to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (Atmel Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "Company Notice") in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published once in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Pricelast date by which the election to require repurchase, andif submitted, must be revoked;
(4) the Repurchase Price and whether the Repurchase Price shall be payable in cash or Common Stock and, if payable in Common Stock, the method of calculating the amount of the Common Stock to be delivered upon the repurchase as provided in Section 16.3(a);
(5) a description of the procedure which a Holder holder must follow to exercise a repurchase right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th thirty-fifth (35th) day after the date of the Company Notice was delivered (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note which is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to the repurchase date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the repurchase date; provided that if payment is to be -------- made in cash, such cash payment is made on the repurchase date it must be received by the Trustee or paying agent, as the case may be, by 10:00 a.m., New York City time, on such date; provided further that if -------- ------- the Repurchase Price is to be paid in shares of Common Stock, such shares of Common Stock are to be paid as promptly after the repurchase date as practicable.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(g) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price of the Common Stock on the Trading Day immediately preceding the repurchase date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Samples: Indenture (E Trade Group Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Notes, in the manner provided in Section 1105 a 106 of the Indenture, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Notes, are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(v) that on the Repurchase Date the Repurchase Price, and accrued and unpaid interest, if any, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where such Notes may be surrendered for conversion, and
(vii) the place or places that the Note certificate with the Election of Holder to Require Repurchase as specified in Exhibit A hereto shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article Eight are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of ___% per annum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Notes represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 309 of the Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Mindspring Enterprises Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Notes, in the manner provided in Section 1105 a 106 of the Indenture, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Notes, are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(v) that on the Repurchase Date the Repurchase Price, and accrued and unpaid interest, if any, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where such Notes may be surrendered for conversion, and
(vii) the place or places that the Note certificate with the Election of Holder to Require Repurchase as specified in Exhibit A hereto shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article Eight are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Notes with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 5% per annum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Note declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Notes. If more than one Note shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Notes so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Note or Notes, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Notes shall be made without charge to the Holder of Notes being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the Notes represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Notes being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 309 of the Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture (Mindspring Enterprises Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request (and expense) of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Notes, in the manner provided in Section 1105 a 17.03, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Company Notice to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right Company Notice shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, and,
(4iv) a description of the procedure which that a Holder must follow to exercise a repurchase right, and the place or places where such Notes are to be surrendered for payment of the Repurchase Price and accrued interest, if any, to the Repurchase Date,
(v) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, to the Repurchase Date, will become due and payable upon each such Note designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where such Notes may be surrendered for conversion, and
(vii) the place or places that the Note certificate with the Election of Holder to Require Repurchase upon a Change in Control as specified in Exhibit A shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions or other provisions of this Article 4 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchasedrepurchased (and, if any Note is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash for payment to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes as to which the repurchase right has been exercised; provided, however, that installments of interest payable on or prior to the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Date.
(d) If any Note (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Note (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 7.25% per annum, and each Note shall remain convertible into Common Stock until the principal of such Note (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Note that is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(f) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.08.
Appears in 1 contract
Samples: Indenture (Compudyne Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Notes, on or before the 30th fifth (5th) calendar day after following the occurrence of a Change of ControlRepurchase Event, the Company or, at the written request of the Company, the Trustee, shall mail to all Holders in holders of record of the manner provided in Section 1105 Notes a notice (the "“Company Notice"”) in the form as prepared by the Company of the occurrence of the Change of Control Repurchase Event and of the repurchase right set forth herein arising as a result thereof. No later than the date of mailing of such Company Notice, the Company shall issue a press release with respect to such Repurchase Event, and no later than sixty (60) calendar days prior to each of March 26, 2011, March 26, 2016 and March 26, 2021 with respect to the Repurchase Dates that will occur on such dates, and shall use commercially reasonable efforts to have such press release available on Bloomberg Business News. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, Californiaavailable on its website. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) a brief description of the Repurchase Event, if applicable;
(2) the Repurchase Date,;
(23) the CUSIP number(s) of the Note(s) subject to the repurchase right;
(4) the date by which the repurchase right must be exercised,;
(35) the last date by which the election to require repurchase, if submitted, must be revoked;
(6) the Repurchase Price, and;
(47) a description of the procedure which a Holder holder must follow to exercise a repurchase right;
(8) the Additional Shares, if any, to be issued pursuant to Section 15.13; and
(9) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's holder’s right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee on or before the 30th day after close of business on the date of third (3rd) Business Day prior to the Company Notice Repurchase Date (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holder's holder’s exercise of such rightright in substantially the form attached hereto as Exhibit C (the “Repurchase Notice”), which notice Repurchase Notice shall set forth the name of the Holderholder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) If the Company fails to repurchase on the repurchase date any Notes (or portions thereof) as to which the repurchase right has been properly exercised, then the principal of such Notes shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Note and each such Note shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 16.2(b)) until the principal of such Note shall have been paid or duly provided for.
(d) Any Note that is to be repurchased only in part shall be surrendered to the Trustee duly endorsed for transfer to the Company and accompanied by appropriate evidence of genuineness and authority satisfactory to the Company and the Trustee duly executed by, the holder thereof (or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(e) On or prior to 1:00 p.m., New York City time on the Repurchase Date, the Company shall deposit with the Trustee or with a paying agent (or, if the Company is acting as its own paying agent, segregate and hold in trust as provided in Section 5.4) the Repurchase Price in cash for payment to the holder on the Repurchase Date. If on or after the Repurchase Date the Company shall have deposited (or segregated and be holding in trust) funds sufficient to pay the Repurchase Price of all Notes (or portions thereof) as to which the holders have duly exercised their repurchase rights pursuant to this Section 16.2, then on and after such date, interest shall cease to accrue on the principal of such Notes (or portions thereof) and such Notes shall cease at the close of business on such date to be convertible into Common Stock and the holders thereof shall have no right in respect of such Notes except the right to receive the Repurchase Price of such Notes (or portions thereof).
(f) If the Company is unable to repurchase on the repurchase date all of the Notes (or portions thereof) as to which the repurchase right has been properly exercised, the aggregate amount of Notes the Company may repurchase shall be allocated pro rata among each Note (or portion thereof) surrendered for repurchase, based on the principal amount of such Note, in proportion to the aggregate amount of Notes surrendered for repurchase.
(g) All Notes delivered for repurchase shall be delivered to the Trustee to be canceled in accordance with the provisions of Section 2.8.
Appears in 1 contract
Samples: Indenture (Electroglas Inc)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article Elevenoutstanding Securities, on or before the 30th thirtieth (30th) calendar day after the Company becomes aware of the occurrence of a Change of ControlDesignated Event, the Company or, at the request and expense of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control Designated Event and of the repurchase right Repurchase Right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right Repurchase Right to the Trustee and cause a copy of such notice of a repurchase right Repurchase Right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right The Company Notice shall statecontain the following information:
(1) the Repurchase Daterepurchase date,
(2) the date by which the repurchase right Repurchase Right must be exercised,
(3) the last date by which the election to require repurchase, if submitted, may be revoked,
(4) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(45) a description of the procedure which a Holder must follow to exercise a repurchase rightRepurchase Right, and
(6) the Conversion Price then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where Securities may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightRepurchase Right, a Holder shall deliver to the Trustee on or before the 30th day after close of business on the repurchase date of the Company Notice (i) written notice to the Company (or agent designated by the Company for such purpose) of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchased, a statement that an election to exercise the repurchase right Repurchase Right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the Repurchase Right is being exercised, duly endorsed for transfer to the Company. Election of repurchase by a Holder shall be revocable at any time prior to, but excluding, the repurchase date, by delivering written notice to that effect to the Trustee prior to the close of business on the Business Day prior to the repurchase date.
(c) In the event the Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the repurchase date or, if shares of Common Stock are to be issued, as promptly after the repurchase date as practicable.
(d) If the Company fails to repurchase on the repurchase date any Securities (or portions thereof) as to which the Repurchase Right has been properly exercised, then the principal of such Securities shall, until paid, bear interest to the extent permitted by applicable law from the repurchase date at the rate borne by the Securities and each such Security shall be convertible into Common Stock in accordance with this Indenture (without giving effect to Section 11.2(b)) until the principal of such Security shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) On the repurchase date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.3) an amount of money sufficient to pay the Repurchase Price of the Securities that are to be repaid on the repurchase date.
(g) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the repurchase date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the repurchase date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock -------- ------- transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the repurchase date.
(h) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issued upon repurchase shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so repurchased. If any fractional share of stock otherwise would be issuable upon repurchase of any Security or Securities, the Company shall make an adjustment therefor in cash at the current market value thereof to the Holder of Securities. For these purposes, the current market value of a share of Common Stock shall be the Quoted Price on the first trading day immediately preceding the repurchase date.
(i) The issue of stock certificates on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder of any Security repurchased, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a1) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 15th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1i) the Repurchase Date,
(2ii) the date by which the repurchase right must be exercised,
(3iii) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock,
(4iv) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest (including Liquidated Damages, if any), if any to the Repurchase Date,
(v) that on the Repurchase Date the Repurchase Price, and accrued interest (including liquidated Damages, if any), if any to the Repurchase Date, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(vi) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion, and
(vii) the place or places that the Security certificate with the Election of Holder to Require Repurchase as specified in Section 2.2 shall be delivered, and if the Security is a Restricted Securities Certificate the place or places that the Surrender Certificate required by Section 14.3(9) shall be delivered. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article XIV are inconsistent with applicable law, such law shall govern.
(b2) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) irrevocable written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(3) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised; provided, however, that installments of interest that mature on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(4) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 4.75% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(5) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(6) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(7) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(8) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(9) If shares of Common Stock to be delivered upon repurchase of a Security are to be registered in a name other than that of the beneficial owner of such Security, then such Holder must deliver to the Trustee a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Registrar or Transfer Agent or other agents shall be required to register in a name other than that of the beneficial owner shares of Common Stock issued upon repurchase of any such Restricted Security not so accompanied by a properly completed Surrender Certificate.
(10) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenNotes, on or before the 30th fifteenth (15th) calendar day after the occurrence of a Change of ControlRisk Event, the Company 59 67 or, at the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice (the "Company Notice") of the occurrence of the Change of Control Risk Event and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice Notice of a repurchase right right, or a summary of the information contained therein, to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaThe City of New York. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and
(5) the conversion price then in effect, the date which the right to convert the principal amount of the Notes to be repurchased will terminate and the place or places where Notes may be surrendered for conversion. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase purchase right or affect the validity of the proceedings for the repurchase of Notes. If any of the foregoing provisions are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th close of business on the fifth day after preceding the date of the Company Notice Repurchase Date (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased, a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Notes with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. Such written notice shall be irrevocable, except that the right of the Holder to convert the Notes with respect to which the repurchase right is being exercised shall continue until the close of business on the last Trading Day preceding the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid the Repurchase Price in cash to the Holder on the Repurchase Date, together with accrued and unpaid interest to the Repurchase Date payable with respect to the Notes to which the purchase right has been exercised; provided, however, that installments of interest that mature on or prior the Repurchase Date shall be payable in cash to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Regular Record Date according to the terms and provisions of Article 3.
(d) If any Note surrendered for repurchase shall be so paid on the Repurchase Date, the principal shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate borne by the Note and each Note shall remain convertible into Common Stock until the principal of such Note shall have been paid or duly provided for.
(e) Any Note which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and conditions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Note so surrendered.
(f) Prior to the Repurchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Repurchase Price of the Notes that are to be repaid on the Repurchase Date.
Appears in 1 contract
Samples: Indenture (Prime Hospitality Corp)
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes outstanding Securities pursuant to Article ElevenIII, on or before the 30th ----------- 15th day after the occurrence of a Change of in Control, the Company or, at the written request of the CompanyCompany on or before the 10th day after receipt of such request, the Trustee, Trustee shall mail give to all Holders in the manner provided in Section 1105 a holders of Securities notice (the "Company Notice") of the occurrence of the Change of in Control and of -------------- the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, and,
(4) a description of the procedure which a Holder holder must follow to exercise a repurchase right,
(5) that on the Repurchase Date the Repurchase Price will become due and payable upon each such Security designated by the holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Price, the date on which the right to convert the Securities to be repurchased will terminate and the places where such Securities may be surrendered for conversion, and
(7) the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest, if any. No failure of the Company to give the foregoing notices or defect therein shall limit any Holderholder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder holder shall deliver to the Trustee or any paying agent on or before the 30th day after the date of the Company Notice (i) written notice of the Holderholder's exercise of such right, which notice shall set forth the name of the Holderholder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to be repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and (ii) the Securities with respect to which the repurchase right is being exercised.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee or the paying agent the Repurchase Price in cash, for payment to the holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable with respect to the Securities as to which the repurchase right has been exercised.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest from the Repurchase Date at the rate of __% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the portion of the principal of the Security so surrendered that was not repurchased.
(f) Any holder that has delivered to the Trustee its written notice exercising its right to require the Company to repurchase its Securities upon a Change in Control shall have the right to withdraw such notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Trustee prior to the close of business on such date. A Security in respect of which a holder is exercising its option to require repurchase upon a Change in Control may be converted into Common Stock in accordance with Article XV only if such ---------- holder withdraws its notice in accordance with the preceding sentence.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant Securities, prior to Article Eleven, or on or before the 30th day after the occurrence of a Change of in Control, the Company Company, or, at the written request and expense of the CompanyCompany prior to or on the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Securities notice, in the manner provided in Section 1105 a notice (the "Company Notice") 13.2, of the occurrence of the Change of Control and of the repurchase right Repurchase Right set forth herein arising as a result thereofthereof (the "Company Notice"). The Company shall also deliver a copy of such notice Company Notice of the Repurchase Right to the Trustee. Each Company Notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Repurchase Right shall state:
(1) the applicable Repurchase Date,;
(2) the date by which the repurchase right Repurchase Right must be exercised,;
(3) the Repurchase PricePrice and accrued and unpaid interest (including Additional Amounts, andif any);
(4) a description of the procedure which a Holder must follow to exercise a repurchase rightits Repurchase Right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued and unpaid interest;
(5) that on the applicable Repurchase Date the Repurchase Price and accrued and unpaid interest, will become due and payable in cash upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion, and
(7) the place or places where such Securities, together with the Option to Elect Repayment certificate included in Exhibit A annexed hereto are to be delivered for payment of the Repurchase Price and accrued and unpaid interest. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right Repurchase Right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article 11 are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase rightits Repurchase Right, a Holder shall deliver to the Trustee on or before prior to the 30th day after close of business on the date of Business Day immediately preceding the Company Notice Repurchase Date:
(i1) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, ; the certificate numbers of the Securities to be delivered for repurchase; the portion of the principal amount of the Notes Securities to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; that such Securities are to be repurchased by the Company pursuant to the applicable provisions of the Securities; and a statement that an election to exercise the repurchase right applicable Repurchase Right is being made thereby,; and
(2) the Securities with respect to which the Repurchase Right is being exercised (and, if any Security is to be repurchased in part, the serial number thereof, and the portion of the principal amount thereof to be repurchased). The right of the Holder to convert the Securities with respect to which the Repurchase Right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.
(c) Each Holder may withdraw a repurchase notice by delivering to the Paying Agent a notice (the "Notice of Withdrawal") prior to the close of business on the Business Day immediately preceding the Repurchase Date. The notice of withdrawal must state:
(1) the portion of the principal amount of Securities being withdrawn;
(2) the certificate numbers of the Securities being withdrawn; and
(3) the portion of the principal amount, if any, of the Securities that remains subject to the Repurchase Right.
(d) In the event the Repurchase Right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash, as provided above, for payment to the Holder on the Repurchase Date, together with accrued and unpaid interest to, but excluding, the Repurchase Date payable in cash with respect to the Securities as to which the Repurchase Right has been exercised; provided, however, that installments of interest that mature prior to or on the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date.
(e) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the Interest Rate, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(f) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(g) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 2.15.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all the Outstanding Notes pursuant to Article Eleven, on On or before the 30th day date that is 30 Business Days after the occurrence of a Change of in Control, the Company or, at shall give notice to the request of the Company, the Trustee, shall mail to all Holders in the manner provided in Section 1105 a notice Holder (the "Company Notice") of the occurrence of the Change of in Control and of the repurchase right set forth herein arising as a result thereof. The Each Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, California. Each notice of a repurchase right Notice shall state:
(1i) the Repurchase Date,date of such Change in Control and, briefly, the events causing such Change in Control;
(2ii) the date by which the repurchase right Change in Control Purchase Notice (as defined below) must be exercised,delivered;
(3iii) the Repurchase Date;
(iv) the Repurchase Price, and whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock; and
(4v) a description of the procedure which that a Holder must follow to exercise a repurchase right. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of Notes.
(b) If any Senior Indebtedness is outstanding at the time of the occurrence of a Change in Control, and such Senior Indebtedness prohibits by its terms the Company's repurchase of its Securities upon the occurrence of a Change in Control, the Company shall prior to giving the Company Notice either:
(i) repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness or offer to repay in full all obligations and terminate all commitments under or in respect of all such Senior Indebtedness and repay such Senior Indebtedness owed to each holder thereof who has accepted such offer; or
(ii) obtain the requisite consents under all such Senior Indebtedness to permit the Company to repurchase the Securities in accordance herewith.
(c) To exercise a repurchase right, a the Holder shall must deliver to the Trustee Company, prior to the close of business on or before the 30th day after the date of the Company Notice Repurchase Date, (i) written notice of the Holder's exercise of such rightright (the "Change in Control Purchase Notice"), which notice shall set forth (A) the name of the Holder, (B) the certificate numbers of the Security with respect to which the repurchase right is being exercised, (C) the principal amount of the Notes Security to be repurchased (and, if the Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased, ) and (D) a statement that an election to exercise the repurchase right is being made thereby pursuant to the applicable provisions of the Security and (ii) surrender the Security subject to the Change in Control Purchase Notice.
(d) If the Security (or portion thereof) surrendered for repurchase shall not have been repurchased on the Business Day following the Repurchase Date, the Repurchase Price in respect of the Security shall, until paid, bear interest from the Business Day following the Repurchase Date at the rate borne by the Security and such Security shall remain convertible into Common Stock until the Repurchase Price and any such accrued interest shall have been paid or duly provided for.
(e) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby,.
(f) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon repurchase of the Security. If any fractional share of stock otherwise would be issuable upon repurchase of the Security, the Company shall make an adjustment therefor by paying to the Holder thereof an amount of cash calculated at the price per share at which the Common Stock is valued for purposes of Section 7.01. ----
(g) The issue of stock certificates on repurchase of the Security shall be made without charge to the Holder for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(h) Notwithstanding anything to the contrary in this Section 7.03, the ---- Company shall not be required to give the Company Notice following the occurrence of a Change in Control if, in the manner, at the time and otherwise in compliance with the requirements set forth herein regarding the Company's obligation to offer to repurchase the Security following the occurrence of a Change in Control, (A) another Person makes an offer to repurchase the Security by giving a notice containing the information set forth in clauses (i) through (v) of Section 7.03(a) to the Holder, (B) such Person repurchases the Security, and (C) such Person makes all payments with respect thereto. This Section 7.03(h) shall not relieve the Company of any of its obligations under this ------- Security; provided, however, that if another Person makes the offer to repurchase this Security as set forth in this Section, the Company shall not be obligated to give the Company Notice.
Appears in 1 contract
Notices; Method of Exercising Repurchase Right, Etc. (a) Unless the Company shall have theretofore called for redemption all of the Outstanding Notes pursuant to Article ElevenSecurities, on or before the 30th day after the occurrence of a Change of in Control, the Company or, at the request and expense of the CompanyCompany on or before the 30th day after such occurrence, the Trustee, shall mail give to all Holders of Securities, in the manner provided in Section 1105 a 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereofthereof and the Company shall issue a Press Release including all relevant information required to be included in such Company Notice. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee and cause a copy of such notice of a repurchase right to be published in a newspaper of general circulation in Minneapolis and St. Paul, Xxnnesota and Los Angeles, CaliforniaTrustee. Each notice of a repurchase right shall state:
(1) the Repurchase Date,
(2) the date by which the repurchase right must be exercised,
(3) the Repurchase Price, andand whether the Repurchase Price shall be paid by the Company in cash or by delivery of shares of Common Stock.
(4) a description of the procedure which a Holder must follow to exercise a repurchase right, and the place or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued interest, if any,
(5) that on the Repurchase Date the Repurchase Price, and accrued interest, if any, will become due and payable upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date,
(6) the Conversion Rate then in effect, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place or places where such Securities may be surrendered for conversion,
(7) the place or places that the certificate required by Section 2.2 shall be delivered, and
(8) the CUSIP number or numbers of such Securities. No failure of the Company to give the foregoing notices or defect therein shall limit any Holder's right to exercise a repurchase right or affect the validity of the proceedings for the repurchase of NotesSecurities. If any of the foregoing provisions or other provisions of this Article Thirteen are inconsistent with applicable law, such law shall govern.
(b) To exercise a repurchase right, a Holder shall deliver to the Trustee on or before the 30th day after the date of the Company Notice (i) written notice of the Holder's exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes Securities to be repurchasedrepurchased (and, if any Security is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby,, and, in the event that the Repurchase Price shall be paid in shares of Common Stock, the name or names (with addresses) in which the certificate or certificates for shares of Common Stock shall be issued, and (ii) the Securities with respect to which the repurchase right is being exercised. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Repurchase Date.
(c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the Trustee the Repurchase Price in cash or shares of Common Stock, as provided above, for payment to the Holder on the Repurchase Date or, if shares of Common Stock are to be paid, as promptly after the Repurchase Date as practicable; provided, however, that installments of interest on the Securities whose Stated Maturity is on or prior to the Repurchase Date shall be payable in cash to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Date.
(d) If any Security (or portion thereof) surrendered for repurchase shall not be so paid on the Repurchase Date, the principal amount of such Security (or portion thereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 7 1/4% per annum, and each Security shall remain convertible into Common Stock until the principal of such Security (or portion thereof, as the case may be) shall have been paid or duly provided for.
(e) Any Security which is to be repurchased only in part shall be surrendered to the Trustee (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.
(f) Any issuance of shares of Common Stock in respect of the Repurchase Price shall be deemed to have been effected immediately prior to the close of business on the Repurchase Date and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such repurchase shall be deemed to have become on the Repurchase Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for repurchase on a date when the stock transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Common Stock issued upon repurchase of any Security declared prior to the Repurchase Date.
(g) No fractions of shares shall be issued upon repurchase of Securities. If more than one Security shall be repurchased from the same Holder and the Repurchase Price shall be payable in shares of Common Stock, the number of full shares which shall be issuable upon such repurchase shall be computed on the basis of the aggregate principal amount of the Securities so repurchased. Instead of any fractional share of Common Stock which would otherwise be issuable on the repurchase of any Security or Securities, the Company will deliver to the applicable Holder its check for the current market value of such fractional share. The current market value of a fraction of a share is determined by multiplying the current market price of a full share by the fraction, and rounding the result to the nearest cent. For purposes of this Section, the current market price of a share of Common Stock is the Closing Price Per Share of the Common Stock on the Trading Day immediately preceding the Repurchase Date.
(h) Any issuance and delivery of certificates for shares of Common Stock on repurchase of Securities shall be made without charge to the Holder of Securities being repurchased for such certificates or for any tax or duty in respect of the issuance or delivery of such certificates or the securities represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of the Holder or (ii) any transfer involved in the issuance or delivery of certificates for shares of Common Stock in a name other than that of the Holder of the Securities being repurchased, and no such issuance or delivery shall be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(i) All Securities delivered for repurchase shall be delivered to the Trustee to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.9.
Appears in 1 contract
Samples: Indenture (I2 Technologies Inc)
