Common use of Offer to Repurchase Upon a Change of Control Clause in Contracts

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer by the Issuers (a “Change of Control Offer”) at an offer price (a “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, thereon, to the date of repurchase (the “Change of Control Payment Date”). No later than 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof), the 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 Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control 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 Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Indenture (Windstream Services, LLC)

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Offer to Repurchase Upon a Change of Control. (a) If Upon the occurrence of a Change of Control Triggering Event occursControl, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that such Holder’s 's Notes pursuant to an the offer by described below (the Issuers (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") at an offer price (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages thereon, if any, thereon, to the date of repurchase purchase (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT"). No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers 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 Change of Control Payment Date date (the "CHANGE OF CONTROL PAYMENT DATE") specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby)and described in such notice. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. 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 Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed not to have breached their its obligations under the Change of Control provisions of this Indenture Section 4.14 by virtue of such complianceconflict.

Appears in 1 contract

Samples: Indenture (Wackenhut Corrections Corp)

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that such Holder’s 's Notes pursuant to an the offer by described below (the Issuers (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") at an offer price (a “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 Liquidated Damages thereon, if any, thereon, to the date of repurchase purchase (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT"). No later than 30 Within 20 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers 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 stating (1) that the Change of Control Payment Date specified in such noticeOffer 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 shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedmailed (the "CHANGE OF CONTROL PAYMENT DATE"), pursuant to and containing the procedures described in other provisions required by Section 3.08 (including the notice required thereby)3.10. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. 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 Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Change of Control provisions of described in this Indenture by virtue of such compliancethereof.

Appears in 1 contract

Samples: 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 shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers Company (a “Change of Control Offer”) at an offer price (a “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, thereon, to the date of repurchase (the “Change of Control Payment Date” which date shall be no earlier than the date of such Change of Control), 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 requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers Company 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 Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Indenture (Brown Shoe Co Inc)

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem all the Notes under Section 3.08, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 €100,000 or an integral multiple multiples of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an a change of control offer by on the Issuers terms set forth in this Indenture (a “Change of Control Offer”) at an offer price (a “). In the Change of Control Payment”) Offer, the Company shall offer a 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, interest thereon, to the date of repurchase purchase (the “Change of Control Payment DatePayment”). No later than Within 30 days following any Change of Control Triggering Event (unless or, at the Issuers have exercised their right Company’s option, prior to redeem the Notes pursuant to Section 3.07 hereof)consummation of such Change of Control but after the public announcement thereof, the Issuers Company shall mail provide a notice to each Holder at its registered address (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 notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Change of Control Offer. Any Change of Control Offer shall be made to all Holders. The notice, which shall govern the terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.08; (2) the Change of Control Payment Date specified in such noticeand the date on which Notes tendered and accepted for payment shall be purchased, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedprovided (other than as required by law) (the “Change of Control Payment Date”); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the procedures described Change of Control Offer shall cease to accrete or accrue interest after the Change of Control Payment Date; (5) that Holders electing to have a Note purchased pursuant to any Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in Section 3.08 (including the notice required therebyat least three days before the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the Change of Control Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Notes and portions of Notes purchased shall be in amounts of €100,000 or an integral multiple of €1,000 in excess thereof, except that if all of the Notes of a Holder are to be purchased, the entire outstanding amount of Notes held by such Holder, even if not €100,000 or an integral multiple of €1,000 in excess thereof, shall be purchased; and (8) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to €100,000 or an integral multiple of €1,000 in excess thereof. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.conflict. On the Change of Control Payment Date, the Company shall, to the extent lawful:

Appears in 1 contract

Samples: Indenture (Owens-Illinois Group Inc)

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s 's Notes pursuant to an offer by the Issuers Company (a “Change of Control Offer”"CHANGE OF CONTROL OFFER") at an offer price (a “Change of Control Payment”"CHANGE OF CONTROL PAYMENT") in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased thereof plus accrued and unpaid interestinterest and Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”)purchase. No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers 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 a date (the Change of Control Payment Date "CHANGE OF CONTROL PAYMENT DATE") specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The Issuers shall 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Stockholders' Agreement (Solo Texas, LLC)

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall will have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers (a “Change of Control Offer”) at an on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer price a payment in cash (a 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, thereon, interest on the Notes repurchased to the date of repurchase purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Event, the Issuers shall Company will 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 Change of Control Payment Date specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 Article Fifteen of this Indenture (including the notice required thereby)) and described in such notice. The Issuers shall 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 such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering 55 Twelfth 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 Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Change of Control Triggering Event provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: 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 Triggering Event occurs, each Holder of Notes shall will have the right to require the Issuers Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,0001,000) of that Holder’s Notes pursuant to an offer made by the Issuers Issuer (a the “Change of Control Offer”) at an ). In the Change of Control Offer, the Issuer will offer price to make a payment (a 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, thereonon the Notes repurchased to, to but excluding, the date of repurchase (the “Change of Control Payment Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers shall mail 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 specified in such noticeDate”), which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailedtransmitted, pursuant to the procedures required by this Indenture and described in Section 3.08 (including the notice required thereby)such notice. The Issuers shall 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 such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers shall Issuer will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Change of Control provisions of this Indenture Section 4.15 by virtue of such compliance.

Appears in 1 contract

Samples: Senior Notes Indenture (ModivCare Inc)

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Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall will have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers (a “Change of Control Offer”) at an on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer price a payment in cash (a 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, thereon, interest on the Notes repurchased to the date of repurchase purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than 55 Eleventh Supplemental Indenture Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Event, the Issuers shall Company will 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 Change of Control Payment Date specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 Article Fifteen of this Indenture (including the notice required thereby)) and described in such notice. The Issuers shall 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 such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control 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 Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Change of Control Triggering Event provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Plains Exploration & Production Co

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 Triggering Event occurs, each Holder of Notes shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers Company (a “Change of Control Offer”) at an offer price (a “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, interest thereon, to the date of repurchase (the “Change of Control Payment Date”). No later than 30 days following any Change of Control Triggering Event (unless the Issuers have Company has exercised their its right to redeem the Notes pursuant to Section 3.07 hereof), the Issuers 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 Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby)and such notice. The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Indenture (Fairpoint Communications Inc)

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to an offer by the Issuers (a “Change of Control Offer”) at an offer price (a “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, thereon, to the date of repurchase (the “Change of Control Payment Date”). No later than 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof), the 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 Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The 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 such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this 66 Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Windstream Services, LLC

Offer to Repurchase Upon a Change of Control. (a) If a Change of Control Triggering Event occurs, each Holder of Notes shall will have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers (a “Change of Control Offer”) at an on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer price a payment in cash (a 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, thereon, interest on the Notes repurchased to the date of repurchase purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. No later than Within 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Event, the Issuers shall Company will 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 Change of Control Payment Date specified in such the notice, which date shall will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 Article Fifteen of this Indenture (including the notice required thereby)) and described in such notice. The Issuers shall 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 such those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control 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 Issuers shall Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Change of Control Triggering Event provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: 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 shall have the right to require the Issuers Company to repurchase all or any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess of $2,000thereof) of that Holder’s Notes pursuant to an offer by the Issuers Company (a “Change of Control Offer”) at an offer price (a “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, thereon, to to, but not including, the date of repurchase (the “Change of Control Payment Date” which date shall be no earlier than the date of such Change of Control), 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 requirement to consummate the Change of Control and redeems the Notes in accordance with such notice. No Not later than 30 days following any Change of Control Triggering Event (unless the Issuers have exercised their right to redeem the Notes pursuant to Section 3.07 hereof)Control, the Issuers Company 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 Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailedmailed or sent, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The Issuers Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering EventControl. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuers Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

Appears in 1 contract

Samples: Caleres Inc

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