Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to make a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (b) On the Change of Control Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. (c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price. (f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 5 contracts
Samples: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that such Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to purchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture described in Section 3.08 and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under this Section 4.15 4.14 by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof so properly tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 4 contracts
Samples: Indenture, Exhibit, Execution Version (Geo Group Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.Triggering
Appears in 2 contracts
Samples: Third Supplemental Indenture (Plains Exploration & Production Co), Ninth Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will have the right to require the Company shall offer to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that each Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”), provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000. In the Change of Control Offer, the Company will offer to make a payment (the “Change of Control Payment”) an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excludingnot including, the date of purchase, purchase (subject to the rights of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date if the Notes have not been redeemed or repurchased prior to such date) (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will transmit shall mail or send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedsent, pursuant to the procedures required by this Indenture described in Section 3.09 hereof and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under this Section 4.15 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit send to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (to the extent received from the Company), and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer or (2ii) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to as described above under Section 3.07 of this Indenture3.07, unless and until there is a Default default in payment of the applicable redemption price.
(f) A . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Control, conditioned upon the consummation of such Change of Control, if there is a definitive agreement is in place to consummate a transaction that would constitute a for the Change of Control if consummated at the time such the Change of Control Offer is made.
(d) If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Payment for all of the Notes that might be delivered by Holders of the Notes seeking to accept the Change of Control Offer. The Company’s failure to make or consummate the Change of Control Offer or pay the Change of Control Payment when due will give the Trustee and the Holders of the Notes the rights described under Section 6.01 hereof.
(e) The existence of a Holder’s right to require the Company to repurchase such Xxxxxx’s Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control.
(f) The provisions of this Indenture will not afford Holders of the Notes the right to require the Company to repurchase the Notes in the event of a highly leveraged transaction or certain transactions with the Company’s management or Affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect Holders of the Notes, if such transaction is not a transaction defined as a Change of Control.
Appears in 2 contracts
Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Offer to Repurchase Upon a Change of Control. Subject to any applicable restrictions in the Credit Agreement with respect to paragraph (a) If below:
(a) Upon the occurrence of a Change of Control occurs(as hereinafter defined), each Holder will the holder of this Note shall have the right right, at such holder's option, to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of such holder's Note in amounts which shall be in multiples of $1,000100,000 (pursuant to the offer described below) of that Holder’s the Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offeroutstanding, the Company will offer to make in any such event, at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof so to be repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights purchase (a "Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following 10 Business Days after the Company knows, or reasonably should know, of the occurrence of any Change of Control, the Company will transmit a notice to each Holder describing shall make an irrevocable, unconditional offer (except that such offer may be conditioned upon the closing of the transaction or transactions that constitute constituting the Change of Control and offering to repurchase Notes on the date specified in such notice Control) (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the "Change of Control Offer;
(2") deposit with to all holders of the Paying Agent Notes to purchase all of the Notes for cash in an amount equal to the Change of Control Payment by sending written notice (the "Change of Control Notice") of such Change of Control Offer to each holder by registered or certified mail to the person in respect whose name the Note is registered at its address maintained by the Company on the date of the mailing of such notice. The Change of Control Notice shall contain all instructions and materials required by applicable law and shall contain or make available to the holder other information material to such holder's decision to tender this Note pursuant to the Change of Control Offer. The Change of Control Notice, which shall govern the terms of the Change of Control Offer, shall state:
(i) that the Change of Control Offer is being made pursuant to this Section 6, and that all Notes or portions of Notes properly tenderedvalidly tendered will be accepted for payment; and
(3ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, (including the amount of accrued and unpaid interest) and the Trustee purchase date, which will promptly authenticate and transmit be no later than 30 days from the date such notice is mailed (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the "Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.");
Appears in 2 contracts
Samples: Securities Purchase and Exchange Agreement (Aurora Electronics Inc), Senior Subordinated Bridge Note (Cerplex Group Inc)
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that such Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to purchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture described in Section 3.08 and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under this Section 4.15 4.14 by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 2 contracts
Samples: Exhibit (Geo Group Inc), Execution Version (Geo Group Inc)
Offer to Repurchase Upon a Change of Control. Subject to any applicable restrictions in the Credit Agreement with respect to paragraph (a) If below:
(a) Upon the occurrence of a Change of Control occurs(as hereinafter defined), each Holder will the holder of this Note shall have the right right, at such holder's option, to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of such holder's Note in amounts which shall be in multiples of $1,000100,000 (pursuant to the offer described below) of that Holder’s the Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offeroutstanding, the Company will offer to make in any such event, at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof so to be repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights purchase (a "Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following 10 Business Days after the Company knows, or reasonably should know, of the occurrence of any Change of Control, the Company will transmit a notice to each Holder describing shall make an irrevocable, unconditional offer (except that such offer may be conditioned upon the closing of the transaction or transactions that constitute constituting the Change of Control and offering to repurchase Notes on the date specified in such notice Control) (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the "Change of Control Offer;
(2") deposit with to all holders of the Paying Agent Notes to purchase all of the Notes for cash in an amount equal to the Change of Control Payment by sending written notice (the "Change of Control Notice") of such Change of Control Offer to each holder by registered or certified mail to the person in respect whose name the Note is registered at its address maintained by the Company on the date of the mailing of such notice. The Change of Control Notice shall contain all instructions and materials required by applicable law and shall contain or make available to the holder other information material to such holder's decision to tender this Note pursuant to the Change of Control Offer. The Change of Control Notice, which shall govern the terms of the Change of Control Offer, shall state:
(i) that the Change of Control Offer is being made pursuant to this Section 6, and that all Notes or portions of Notes properly tendered; andvalidly tendered will be accepted for payment;
(3ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, (including the amount of accrued and unpaid interest) and the Trustee purchase date, which will promptly authenticate and transmit be no later than 30 days from the date such notice is mailed (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the "Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.");
Appears in 2 contracts
Samples: Senior Subordinated Bridge Note (Cerplex Group Inc), Senior Subordinated Bridge Note (Aurora Electronics Inc)
Offer to Repurchase Upon a Change of Control. Subject to any applicable restrictions in the Credit Agreement with respect to paragraph (a) If below:
(a) Upon the occurrence of a Change of Control occurs(as hereinafter defined), each Holder will the holder of this Note shall have the right right, at such holder's option, to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of such holder's Note in amounts which shall be in multiples of $1,000100,000 (pursuant to the offer described below) of that Holder’s the Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offeroutstanding, the Company will offer to make in any such event, at a payment (the “Change of Control Payment”) in cash purchase price equal to 101% of the aggregate principal amount of Notes repurchased thereof so to be repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights purchase (a "Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 days following 10 Business Days after the Company knows, or reasonably should know, of the occurrence of any Change of Control, the Company will transmit a notice to each Holder describing shall make an irrevocable, unconditional offer (except that such offer may be conditioned upon the closing of the transaction or transactions that constitute constituting the Change of Control and offering to repurchase Notes on the date specified in such notice Control) (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the "Change of Control Offer;
(2") deposit with to all holders of the Paying Agent Notes to purchase all of the Notes for cash in an amount equal to the Change of Control Payment by sending written notice (the "Change of Control Notice") of such Change of Control Offer to each holder by registered or certified mail to the person in respect whose name the Note is registered at its address maintained by the Company on the date of the mailing of such notice. The Change of Control Notice shall contain all instructions and materials required by applicable law and shall contain or make available to the holder other information material to such holder's decision to tender this Note pursuant to the Change of Control Offer. The Change of Control Notice, which shall govern the terms of the Change of Control Offer, shall state:
(i) that the Change of Control Offer is being made pursuant to this Section 6, and that all Notes or portions of Notes properly tendered; andvalidly tendered will be accepted for payment;
(3ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and (including the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest) and the purchase date, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.which
Appears in 2 contracts
Samples: Senior Subordinated Note (Aurora Electronics Inc), Senior Subordinated Note (Cerplex Group Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer made by the Company Issuers (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to repurchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date”). Within No later than 30 days following any Change of ControlControl Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof), the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. Issuers.
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple $1,000 in excess of $2,000.
(d) The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 2 contracts
Samples: Indenture (Windstream Services, LLC), Indenture (Windstream Services, LLC)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder of the Notes will have the right to require the Company to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”), provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000. In the Change of Control Offer, the Company will offer to make a payment (the a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased torepurchased, to (but excluding, not including) the date of purchase, purchase (subject to the rights right of Holders on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date if the Notes have not been redeemed or repurchased prior to such date). Within 30 thirty (30) days following any Change of Control, the Company will transmit shall mail or deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Notes, on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will be no earlier than 30 thirty (30) days and no later than 60 sixty (60) days from the date such notice is transmitteddelivered, pursuant to the procedures required by this Indenture described in Section 3.09 hereof and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under this Section 4.15 4.14 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof properly tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit deliver to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (to the extent received from the Company), and the Trustee will shall promptly authenticate and transmit deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the such Change of Control Offer or (2ii) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indentureaccordance with Article Three, unless and until there is a Default default in payment of the applicable redemption price.
(f) A . Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Control, conditioned upon the consummation of such Change of Control, if there is a definitive agreement is in place to consummate a transaction that would constitute a for the Change of Control if consummated at the time such the Change of Control Offer is made.
Appears in 2 contracts
Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that such Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interest, if any, on the Notes repurchased torepurchased, but excluding, to the date of purchase, subject to purchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment”). Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes Notes, on the date specified in such notice (the “Change of Control Payment Date”)) specified in the notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture set forth in Section 11.09 and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.15 10.14 by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will shall promptly transmit deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 10.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 2 contracts
Samples: Execution Version (Geo Group Inc), Exhibit (Geo Group Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of compliance with such compliancesecurities laws and regulations.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2ii) a notice of redemption has been given pursuant to this Indenture in respect for all of all the Notes pursuant to Section 3.07 of this Indenture3.07, unless and until there is a Default default in payment of the applicable redemption price.
(f) . A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Control, conditional upon such Change of Control, if there is a definitive agreement is in place to consummate a transaction that would constitute a for the Change of Control if consummated at the time such of making the Change of Control Offer is made.of
Appears in 1 contract
Samples: Indenture (Ames True Temper, Inc.)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control Triggering Event, if there is a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: First Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company Issuers (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased repurchased, plus accrued and unpaid interest, interest and Special Interest (if any) thereon, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following any Change of Control, the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “Change of Control Payment Date”)) specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Solo Cup CO)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that such Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will shall offer to make a payment (the a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to repurchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date,” which date shall be no earlier than the date of such Change of Control). Within No later than 30 days following any Change of ControlControl (or, at the Company’s option, prior to such Change of Control but after it is publicly announced if a definitive agreement is in effect for such Change of Control at the time of such announcement), the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by Section 3.08 and this Indenture Section 4.14 and described in such notice. If the notice is sent prior to the occurrence of the Change of Control, it may be conditioned upon the consummation of the Change of Control if a definitive agreement is in effect for the Change of Control at the time of the notice of such Change of Control. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) . On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1a) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3c) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with the provisions of this covenant, but in any event no later than 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) . The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will shall be applicable regardless of whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the The Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Section 4.14 and Section 3.08 and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Hexacomb CORP)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to purchase (the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 20 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on stating (1) that the date specified in such notice (the “Change of Control Payment Date”)Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment and (2) the purchase price and the purchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to and containing the procedures other provisions required by this Indenture and described in such noticeSection 3.10. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such compliancethereof.
(b) On By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit mail to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to compliance with this Section 4.14, but in any event within 90 days following a Change of Control, the Company will repay all outstanding Senior Debt and, where applicable, obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.. 56
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and Section 3.10 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Wdra Food Service Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering 55 Seventh Supplemental Indenture Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Triggering Event, and conditioned upon the occurrence of such Change of Control Triggering Event, if there is a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not 56 Seventh Supplemental Indenture included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If From and after the Escrow Release Date, if a Change of Control occurs, each Holder will have the right to require the Company Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to an offer made by the Company Issuer (the “Change of Control Offer”). In the Change of Control Offer, the Company Issuer will offer to make a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date Change of purchaseControl Payment Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company Issuer will transmit a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in such notice. The Company Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the CompanyIssuer. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the CompanyIssuer, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased redeemed to, but excluding, the date of purchaseredemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If Unless the Company has previously or concurrently delivered a redemption notice with respect to all the outstanding Notes as described in Section 3.03, if a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to repurchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date”). Within No later than 30 days following any Change of ControlControl (unless the Company has exercised its right to redeem the Notes pursuant to Section 3.07 hereof), the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in Section 3.08 and such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2) notice of redemption has been given pursuant Offer. Notwithstanding anything to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenturethe contrary herein, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control Control, conditional upon such Change of Control, if there is a definitive agreement is in place to consummate a transaction that would constitute a for the Change of Control if consummated at the time of the making of such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased tothereon, but excluding, to the date of purchaserepurchase (the “Change of Control Payment Date” which date shall be no earlier than the date of such Change of Control), subject provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the rights requirement to consummate the Change of Holders on Control and redeems the relevant Record Date to receive interest due on the relevant Interest Payment DateNotes in accordance with such notice. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Brown Shoe Co Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 5,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s 's Notes pursuant to an offer made by the Company Issuers (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date. Within 30 60 days following any Change of Control, the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the date "CHANGE OF CONTROL PAYMENT DATE") specified in such notice (the “Change of Control Payment Date”)notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. Issuers.
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $5,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) If Holders of not less than 90% in aggregate principal amount Prior to complying with any of the then provisions of this Section 4.14, but in any event within 60 days following a Change of Control, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes validly tender and do not withdraw such Notes in a required by this Section 4.14. The Issuers shall publicly announce the results of the Change of Control Offer and the Company, on or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following as soon as practicable after the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(ef) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.03 of the Base Indenture and Section 3.02 or 3.04, the Company will make an offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”) (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Change of Control Payment Date). Within 30 days following any Change of Control, unless the Company has exercised its right to redeem all of the Notes pursuant to Section 3.03 of the Base Indenture and Section 3.02 or 3.04, the Company will send a notice of such Change of Control Offer to each Holder or otherwise give notice in accordance with the applicable procedures of DTC, with a copy to the U.S. Trustee, stating:
(1) that a Change of Control Offer is being made pursuant to this Section 4.13 and that all Notes properly tendered pursuant to such Change of Control Offer will have be accepted for purchase by the Company at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to the Change of Control Payment Date;
(2) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent) (the “Change of Control Payment Date”);
(3) that Notes must be tendered in multiples of $1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to repurchase purchase such Notes; provided that the Paying Agent receives at the address specified in the notice, not later than the close of business on the 30th day following the date of the Change of Control notice, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
(7) that if a Holder is tendering less than all or any part of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000) 1,000 in excess thereof); however, in the case of that Holder’s Notes pursuant Global Notes, the outstanding principal amount will be reduced to an offer made by the Company (the “Change of Control Offer”). In reflect the Change of Control OfferPayment for such Notes; and
(8) the other instructions, as determined by the Company will offer to make consistent with this Section 4.13, that a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestHolder must follow. The notice, if anysent in a manner herein provided, on shall be conclusively presumed to have been given, whether or not the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmitted, pursuant to the procedures required by this Indenture and described in receives such notice. The Company will comply with If (A) the requirements notice is sent in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to proceedings for the extent those laws and regulations are applicable in connection with the repurchase purchase of the Notes as a result of a Change of Control. To the extent to all other Holders that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of properly received such compliancenotice without defect.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (of $2,000 or larger integral multiples of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly so tendered; and
(3) deliver or cause to be delivered to the U.S. Trustee for cancellation the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. Company in accordance with the terms of this Section 4.13.
(c) The Paying Agent will promptly transmit pay to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the U.S. Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. However, in the case of Global Notes, the outstanding principal amount will be reduced to reflect the Change of Control Payment for such Notes.
(d) If the Change of Control Payment Date is on or after the relevant Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on such Interest Payment Date to the Person in whose name a Note is registered at the close of business on the preceding Record Date.
(e) Prior to making a Change of Control Payment, and as a condition to such payment (1) the requisite holders of each issue of Indebtedness issued under an indenture or other agreement that may be violated by such payment shall have consented to such Change of Control Payment being made and waived the event of default, if any, caused by the Change of Control or (2) the Company will repay all outstanding Indebtedness issued under an indenture or other agreement that may be violated by a Change of Control Payment or the Company will offer to repay all such Indebtedness, make payment to the holders of such Indebtedness that accept such offer and obtain waivers of any event of default arising under the relevant indenture or other agreement from the remaining holders of such Indebtedness. The Company will publicly announce the results covenants to effect such repayment or obtain such consent prior to making a Change of Control Payment, it being a default of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that if the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionfails to comply with such covenant.
(ef) Notwithstanding anything to the contrary in this Section 4.15, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture Section 4.13 applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer Offer.
(g) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or (2) notice regulations in connection with the repurchase of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, unless the Company will comply with the applicable securities laws and until there is a Default in payment regulations and will not be deemed to have breached its obligations under this Indenture by virtue of the applicable redemption priceconflict.
(fh) A Change of Control Offer may Other than as specifically provided in this Section 4.13, any purchase pursuant to this Section 4.13 shall be made in advance pursuant to the provisions of Sections 3.02, 3.05 and conditioned on 3.06 of the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeBase Indenture, as amended hereby.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Thompson Creek Metals CO Inc.)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will have the a right to require the Company to repurchase all or any part (equal to a minimum principal amount of $2,000 1.00 or an integral multiple of $1,0001.00 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”)) on the terms described below. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on thereon for the Notes repurchased torepurchased, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 10 days following any Change of Control, the Company will transmit mail a notice to each Holder of the Notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in such notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 10 days and no later than 60 days from the date such notice is transmittedmailed (the “Change of Control Payment Date”), pursuant to the procedures required by this Indenture described below and described in such notice. .
(b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such complianceconflict.
(bc) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tenderedtendered pursuant to the Change of Control Offer; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(d) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered pursuant to the Change of Control Offer the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company ; provided that each new Note will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% be in aggregate a minimum principal amount of the then outstanding Notes validly tender and do not withdraw such Notes $1.00 or an integral multiple of $1.00 in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transactionexcess thereof.
(e) Notwithstanding anything to the contrary in this Section 4.15, the The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly notes tendered and not withdrawn under pursuant to the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption priceOffer.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to repurchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date,” which date will be no earlier than the date of such Change of Control). Within No later than 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and or regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(de) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Bon Ton Stores Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 5,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s 's Notes pursuant to an offer made by the Company Issuers (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date. Within 30 60 days following any Change of Control, the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the date "CHANGE OF CONTROL PAYMENT DATE") specified in such notice (the “Change of Control Payment Date”)notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. Issuers.
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $5,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an offer made by the Company (the “a "Change of Control Offer”). In the Change of Control Offer, the Company will ") at an offer to make price (a payment (the “"Change of Control Payment”") in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “"Change of Control Payment Date”)") specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) Prior to complying with any of the provisions of this Section 4.14, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Moog Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. 55 Eleventh Supplemental Indenture Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of a Change of Control, and conditioned on upon the occurrence of such Change of Control, if a definitive agreement is in place for a Change of Control if there is a definitive agreement in place at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding. 56 Eleventh Supplemental Indenture
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of a Change of Control, and conditioned on upon the occurrence of such Change of Control, if a definitive agreement is in place for a Change of Control if there is a definitive agreement in place at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"), which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of compliance with such compliancesecurities laws and regulations.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1i) 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 Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the such Change of Control Offer or (2ii) a notice of redemption has been given pursuant to this Indenture in respect for all of all the Notes pursuant to Section 3.07 of this Indenture3.07, unless and until there is a Default default in payment of the applicable redemption price.
(f) . A Change of Control Offer may be made in advance of and conditioned on a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the occurrence Change of Control at the time of making the Change of Control Offer. Notes repurchased pursuant to a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madewill be retired and cancelled.
Appears in 1 contract
Samples: Indenture (Ames True Temper, Inc.)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to minimum denominations of $2,000 or an and integral multiple multiples of $1,0001,000 in excess thereof) of that Holder’s Xxxxxx's Notes pursuant to an offer made by the Company (the a “Change of Control Offer”). In the Change of Control Offer, the Company will shall offer to make a payment (the a “Change of Control Payment”) in cash equal to of 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to repurchase (the rights “Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date”, which date shall be no earlier than the date of such Change of Control). Within No later than 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance3.08.
(b) On By 11:00 a.m. Eastern Time on the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Texas Industries Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of a Change of Control, and conditioned on upon the occurrence of such Change of Control, if a definitive agreement is in place for a Change of Control if there is a definitive agreement in place at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is made.and the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 5,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company Issuers (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date. Within 30 60 days following any Change of Control, the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “Change of Control Payment Date”)) specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. Issuers.
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $5,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(ce) If Holders of not less than 90% in aggregate principal amount Prior to complying with any of the then provisions of this Section 4.14, but in any event within 60 days following a Change of Control, the Issuers shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes validly tender and do not withdraw such Notes in a required by this Section 4.14. The Issuers shall publicly announce the results of the Change of Control Offer and the Company, on or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following as soon as practicable after the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(ef) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occursTriggering Event occurs with respect to a series of Notes, each Holder of Notes of such series will have the right to require that the Company to repurchase purchase all or any part (equal to in minimum amounts of $2,000 or an integral multiple whole multiples of $1,0001,000 in excess thereof) of that such Holder’s Notes pursuant to an the offer made by the Company described below (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to make purchase all of the Notes of such series, at a payment purchase price (the “Change of Control PaymentPurchase Price”) in cash in an amount equal to 101% of the aggregate principal amount of Notes repurchased such Notes, plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchasepurchase (the “Change of Control Purchase Date”), subject to the rights of Holders of record of such Notes on the relevant Record Date record dates to receive interest due on the relevant an Interest Payment Date. .
(b) Within 30 days following after the date upon which any Change of ControlControl Triggering Event occurred with respect to a series of Notes or, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company will transmit a must notify the Trustee in writing and give written notice to each Holder describing the transaction or transactions that constitute of the Change of Control and offering to repurchase Notes on the date specified in such notice Triggering Event (the “Change of Control Payment Purchase Notice”) to each Holder of Notes of such series, by first-class mail, postage prepaid, at his address appearing in the security register. The Change of Control Purchase Notice must state, among other things:
(1) that a Change of Control Triggering Event with respect to such series of Notes has occurred or will occur and the date of such event;
(2) the circumstances and relevant facts regarding such Change of Control Triggering Event;
(3) the Change of Control Purchase Price and the Change of Control Purchase Date”), which date will shall be fixed by the Company on a Business Day no earlier than 30 days and no nor later than 60 days from the date such the notice is transmittedmailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the Change of Control Purchase Date may not occur prior to the Change of Control Triggering Event;
(4) that any Note not tendered will continue to accrue interest;
(5) that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on and after the Change of Control Purchase Date; and
(6) other procedures that a Holder of such Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.
(c) Upon receipt by the Company of the proper tender of Notes, the Holder of the applicable Note in respect of which such proper tender was made shall (unless the tender of such Note is properly withdrawn at least one Business Day prior to the Change of Control Purchase Date) thereafter be entitled to receive solely the Change of Control Purchase Price with respect to such Notes. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Change of Control Purchase Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase Date shall be payable to the Holders of such Notes, registered as such on the relevant record dates according to the terms and the provisions of Section 2.03. If any Note tendered for purchase in accordance with the provisions of this Section 4.11 shall not be so paid upon surrender thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Change of Control Purchase Date at the rate borne by such Note. Holders electing to have Notes purchased will be required to surrender such Notes to the Paying Agent at the address specified in the Change of Control Purchase Notice at least one Business Day prior to the Change of Control Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee, as the case may be, duly executed by, the applicable Holder thereof or such Holder’s 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, one or more new Notes of the applicable series of any authorized denomination as requested by this Indenture such Holder in an aggregate principal amount equal to, and described in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.
(d) The Company shall (i) not later than the Change of Control Purchase Date, accept for payment Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) not later than 1:00 p.m. (New York time) on the Business Day following the Change of Control Purchase Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which have been so accepted for payment and (iii) not later than 1:00 p.m. (New York time) on the Business Day following the Change of Control Purchase Date, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change of Control Purchase Price of the Notes purchased from each such noticeHolder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. The Company will publicly announce the results of the Change of Control Offer on the Change of Control Purchase Date. For purposes of this Section 4.11, the Company shall choose a Paying Agent which shall not be the Company.
(e) A tender made in response to a Change of Control Purchase Notice may be withdrawn if the Company receives, not later than one Business Day prior to the Change of Control Purchase Date, a telegram, telex, facsimile transmission or letter, specifying, as applicable:
(1) the name of the Holder;
(2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted;
(3) the principal amount of the Note (which shall be in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof) delivered for purchase by the Company as to which such notice of withdrawal is being submitted;
(4) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased; and
(5) the principal amount, if any, of such Note (which shall be in minimum denominations of $2,000 or whole multiples of $1,000 in excess thereof) that remains subject to the original Change of Control Purchase Notice and that has been or will be delivered for purchase by the Company.
(f) The Trustee and the Paying Agent shall return to the Company, upon its request, any cash that remains unclaimed for two years after a Change of Control Purchase Date together with interest or dividends, if any, thereon (subject to Section 7.01(f)), held by them for the payment of the Change of Control Purchase Price; and the Holder of such tendered and accepted Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Company shall cause to be published once in The New York Times and The Wall Street Journal (national edition) or send to each Holder entitled to such money notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company; provided, further however, that (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to clause (ii) of paragraph (d) of this Section 4.11 exceeds the aggregate Change of Control Purchase Price of the Notes of either series or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Company together with interest, if any, thereon (subject to Section 7.01(f)).
(g) The Company shall comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act Act, and any other applicable securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this IndentureSection 4.11, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under this Section 4.15 4.11 by virtue of such complianceconflict.
(bh) On Notwithstanding the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holdersforegoing, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer (i) upon a Change of Control Triggering Event if (1) 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 properly validly tendered and not withdrawn under the such Change of Control Offer or (2ii) if notice of redemption for 100% of the aggregate principal amount of the outstanding Notes of the series in respect of which a Change of Control Triggering Event occurred has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture3.07, unless and until there is a Default default in payment of the applicable redemption price.
(fi) A In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of a series accept a Change of Control Offer may be made in advance and the Company purchases all of and conditioned on the occurrence Notes of a Change of Control if there is a definitive agreement in place such series held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madedescribed under this Section 4.11, to redeem all of the Notes of such series that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of Notes redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the date of redemption, subject to the right of the Holders of record on relevant record dates to receive interest due on an Interest Payment Date.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Additional Interest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to purchase (the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on stating (1) that the date specified in such notice (the “Change of Control Payment Date”)Offer is being made pursuant to this Section 4.08 and that all Notes tendered will be accepted for payment and (2) the purchase price and the purchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to and containing the procedures other provisions required by this Indenture and described in such noticeSection 3.09. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such compliancethereof.
(b) On By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.08, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Stewart Enterprises Inc)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal 56 Sixteenth Supplemental Indenture amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.
(d) The Company will publicly announce the results of the any Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) a third party makes the a 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 properly tendered and not withdrawn under the such Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption price.Redemption Price. 57 Sixteenth Supplemental Indenture
(f) A Change of Control Offer may be made in advance of a Change of Control, and conditioned on upon the occurrence of such Change of Control, if a definitive agreement is in place for a Change of Control if there is a definitive agreement in place at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: Sixteenth Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s Notes pursuant to an offer made by the Company (the “Change of Control Offer”)) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer to make a payment in cash (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, interest on the Notes repurchased to, but excluding, to the date of purchasepurchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of ControlControl Triggering Event, the Company will transmit mail a notice to each Holder of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by described in Article Fifteen of this Indenture (including the notice required thereby) and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of ControlControl Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. .
(c) The Paying Agent will promptly transmit mail to each Holder of Notes properly tendered the Change of Control Payment for such NotesNotes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment. 56 Fourteenth Supplemental Indenture
(d) The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.1510.15, the Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1i) 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 properly tendered and not withdrawn under the Change of Control Offer Offer, or (2ii) notice of redemption with respect to the Notes has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default default in payment of the applicable redemption priceRedemption Price.
(f) A Change of Control Offer may be made in advance of a Change of Control, and conditioned on upon the occurrence of such Change of Control, if a definitive agreement is in place for a Change of Control if there is a definitive agreement in place at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to consummate a transaction that would constitute a Change of Control if consummated Offer will have the status of Notes issued but not Outstanding or will be retired and cancelled, at the time such Company’s option. Notes purchased by a third party pursuant to clause (e) of this Section 10.15 will have the status of Notes issued and Outstanding.
(g) In the event that Holders of at least 90% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer is madeand the Company purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain Outstanding following such purchase at a Redemption Price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain Outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).
Appears in 1 contract
Samples: Supplemental Indenture (Plains Exploration & Production Co)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes repurchased thereon, to, but excludingnot including, the date of purchaserepurchase (the “Change of Control Payment Date” which date shall be no earlier than the date of such Change of Control), subject provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to this section in the event that it has mailed or sent the notice to exercise its right to redeem all the Notes under Section 3.03 at any time prior to the rights requirement to consummate the Change of Holders on Control and redeems the relevant Record Date to receive interest due on the relevant Interest Payment DateNotes in accordance with such notice. Within Not later than 30 days following any Change of Control, the Company will transmit shall mail (or with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice to each Holder Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed or sent, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Caleres Inc)
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an the offer made by the Company described below (the “"Change of Control Offer”). In the Change of Control Offer, the Company will ") at an offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to purchase (the rights "Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment DateControl Payment"). Within 30 10 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on stating (1) that the date specified in such notice (the “Change of Control Payment Date”)Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment and (2) the purchase price and the purchase date, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed (the "Change of Control Payment Date"), pursuant to and containing the procedures other provisions required by this Indenture and described in such noticeSection 3.09. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under described in this Section 4.15 Indenture by virtue of such compliancethereof.
(b) On By 12:00 p.m. (noon) Eastern Time on the Change of Control Payment Date, the Company willshall, to the extent lawful:
: (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
and (3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit mail to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Prior to complying with this Section 4.15, but in any event within 70 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (American Seafoods Inc)
Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control occursControl, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that such Holder’s 's Notes pursuant to the offer described below (the "CHANGE OF CONTROL OFFER") at an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer to make a payment (the “Change of Control Payment”) price in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to purchase (the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date"CHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the "CHANGE OF CONTROL PAYMENT DATE") specified in such notice (the “Change of Control Payment Date”)notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture described in Section 3.08 and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to such Change of Control provisions of this IndentureOffer, the Company will shall comply with the applicable securities laws and regulations and will not shall be deemed not to have breached its obligations under this Section 4.15 4.14 by virtue of such complianceconflict.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
, (1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes thereof so properly tendered; and
tendered and (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will shall promptly transmit deliver to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; PROVIDED that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company Issuers to repurchase all or any part (equal to $2,000 5,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company Issuers (the a “Change of Control Offer”). In the Change of Control Offer, the Company will ) at an offer to make price (a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest thereon, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights Change of Holders on the relevant Record Date to receive interest due on the relevant Interest Control Payment Date. Within 30 60 days following any Change of Control, the Company will transmit Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the a date specified in such notice (the “Change of Control Payment Date”)) specified in such notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will Issuers shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willIssuers shall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. Issuers.
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $5,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date.
(d) The Company will Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will Issuers shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company Issuers and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occursoccurs and the Company has not previously or concurrently exercised its right to redeem all of the outstanding Notes under Section 1203, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,0001,000 in excess thereof) of that Holder’s Notes pursuant to an offer made by the Company (the a “Change of Control Offer”)) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer to make a payment (the a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased tothereon, but excluding, to the date of purchaserepurchase (the “Change of Control Payment Date,” which date will be no earlier than the date of such Change of Control), subject to the rights right of Holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Datepayment date. Within No later than 30 days following any Change of Control, unless the Company will transmit has previously or concurrently exercised its right to redeem all of the outstanding Notes under Section 1203, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the “Change of Control Payment Date”)Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this the Indenture and described in such notice. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this the Indenture, the Company will shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 the Change of Control provisions of the Indenture by virtue of such compliance.
(b) . A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. The Paying Agent will promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will shall publicly announce the results of the Change change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) . Prior to complying with the provisions of this Section 1114, but in any event no later than 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. 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 the 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. If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control Offer in lieu of the CompanyCompany as described in this Section 1114, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following such purchase pursuant to the Change of Control Payment DateOffer described this Section 1114, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% the applicable Change of Control Payment plus, to the aggregate principal amount extent not included in the Change of Notes repurchased plus Control Payment, accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Dateredemption.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 1 contract
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the date "CHANGE OF CONTROL PAYMENT DATE") specified in such notice (the “Change of Control Payment Date”)notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company willshall, to the extent lawful:
(1i) accept for payment all Notes or portions of Notes thereof properly tendered pursuant to the Change of Control Offer;
(2ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly thereof so tendered; and
(3iii) deliver or cause to be delivered to the Trustee the Notes properly so accepted together with an Officers’ ' Certificate stating the aggregate principal amount of Notes or portions of Notes thereof being purchased by the Company. .
(c) The Paying Agent will shall promptly transmit mail or wire transfer to each Holder properly of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will shall promptly authenticate and transmit mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. ; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof.
(d) The Company will shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.154.14, the Company will shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly validly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is madeOffer.
Appears in 1 contract
Samples: Indenture (Venture Holdings, Inc.)
Offer to Repurchase Upon a Change of Control. (a) If a Change of Control occurs, each Holder will of Notes shall have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000thereof) of that Holder’s 's Notes pursuant to an offer made by the Company (the “Change of Control Offer”). In the Change of Control Offer, the Company will a "CHANGE OF CONTROL OFFER") at an offer to make price (a payment (the “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount of Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, on the Notes repurchased tothereon, but excluding, to the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company will transmit shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the date "CHANGE OF CONTROL PAYMENT DATE") specified in such notice (the “Change of Control Payment Date”)notice, which date will shall be no earlier than 30 days and no later than 60 days from the date such notice is transmittedmailed, pursuant to the procedures required by this Indenture and described in such noticeSection 3.08 (including the notice required thereby). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Section 4.15 Indenture by virtue of such compliance.
(b) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly transmit to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and transmit (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
(c) If Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making an offer to purchase the Notes upon a Change of Control in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) The provisions described above in clauses (a) through (c) of this Section 4.15 that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to this Indenture in respect of all Notes pursuant to Section 3.07 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.
(f) A Change of Control Offer may be made in advance of and conditioned on the occurrence of a Change of Control if there is a definitive agreement in place to consummate a transaction that would constitute a Change of Control if consummated at the time such Change of Control Offer is made.
Appears in 1 contract
Samples: Indenture (Solo Texas, LLC)
